SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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 Rule 14a-11(c) or Rule 14a-12
COMPUTER PRODUCTS, INC.
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(Name Of Registrant As Specified In Its Charter)
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(Name Of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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
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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<PAGE>
(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials:
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[ ] 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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<PAGE>
COMPUTER PRODUCTS, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON WEDNESDAY MAY 6, 1998
To the Stockholders:
The Annual Meeting of the Stockholders of Computer Products, Inc. (the
"Company") will be held on Wednesday, May 6, 1998, at 10:00 A.M., local time,
at Pete's Grand Terrace, 7880 Glades Road, Boca Raton, Florida 33434, for the
following purposes:
1. To elect 11 directors to hold office until the Annual Meeting
of Stockholders in 1999 and until their respective successors
have been duly elected and qualified;
2. To consider and act upon a proposal to approve the amendment
to the Company's Articles of Incorporation in order to change
the Company's name to "Artesyn Technologies, Inc."; and
3. To transact such other business as may properly come before
the meeting and any adjournment(s) thereof.
The Board of Directors has fixed the close of business on March 10, 1998
as the record date for the determination of stockholders entitled to notice of,
and to vote at, the Company's Annual Meeting of Stockholders (the "Meeting").
Only stockholders of record at the close of business on this date will be
entitled to notice of, and to vote at, the Meeting and any adjournment(s)
thereof.
By Order of the Board of Directors
RICHARD J. THOMPSON
SECRETARY
March 23, 1998
YOU ARE URGED TO COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT
PROMPTLY IN THE POSTAGE PREPAID ENVELOPE WHICH HAS BEEN PROVIDED, WHETHER OR
NOT YOU PLAN TO ATTEND THE MEETING IN PERSON. THE PROXY MAY BE REVOKED BY YOU
AT ANY TIME PRIOR TO EXERCISE, AND IF YOU ARE PRESENT AT THE MEETING YOU MAY,
IF YOU WISH, REVOKE YOUR PROXY AT THAT TIME AND EXERCISE YOUR RIGHT TO VOTE
YOUR SHARES IN PERSON.
<PAGE>
PROXY STATEMENT
COMPUTER PRODUCTS, INC.
7900 GLADES ROAD, SUITE 500
BOCA RATON, FLORIDA 33434
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 6, 1998
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Computer Products, Inc., a Florida
corporation (the "Company"), to be voted at the Company's 1998 Annual Meeting
of Stockholders (the "Meeting") and at any adjournment(s) thereof for the
purposes set forth in the accompanying Notice of Annual Meeting of
Stockholders. The Meeting is to be held on Wednesday, May 6, 1998, at Pete's
Grand Terrace, 7880 Glades Road, Boca Raton, Florida 33434, at 10:00 A.M.,
local time.
The principal executive offices of the Company are located at 7900 Glades
Road, Suite 500, Boca Raton, Florida 33434 (telephone no.: 561-451-1000). The
enclosed proxy and this Proxy Statement are being sent to stockholders of the
Company on or about March 23, 1998.
QUORUM; VOTES REQUIRED
Proxies in the form enclosed with this Proxy Statement are being solicited
by, or on behalf of, the Company's Board of Directors. The persons named in the
proxy have been designated as proxies by the Company's Board of Directors. If a
quorum, consisting of a majority of the outstanding shares of the Company's
common stock, $.01 par value per share (the "Common Stock"), is present at the
Meeting, in person or by proxy, (i) the nominees for director shall be elected
by the affirmative vote of a plurality of the shares present at the Meeting and
entitled to vote thereon; (ii) the proposal to amend the Company's Articles of
Incorporation in order to change the Company's name to Artesyn Technologies,
Inc. shall be approved by the affirmative vote of holders of a majority of the
Company's outstanding shares; and (iii) all other matters to come properly
before the Meeting shall be approved if the votes cast in favor of the matter
exceed the votes cast opposing the matter.
Abstentions and shares of record held by a broker or nominee ("Broker
Shares") that are voted on any matter will be included in determining the
existence of a quorum. Broker Shares that are not voted on any matter are
treated as shares as to which voting power has been withheld by the beneficial
owners of such shares and, therefore, as shares not entitled to vote on the
proposal, and will not be included in determining the existence of a quorum.
Since the vote required to approve Proposal I is only a plurality of the shares
present at the Meeting, non-voted Broker Shares will not have an effect on
Proposal I. HOWEVER, SINCE THE VOTE REQUIRED TO APPROVE PROPOSAL II IS A
MAJORITY OF THE COMPANY'S OUTSTANDING SHARES, NON-VOTED BROKER SHARES WILL HAVE
THE SAME EFFECT AS A VOTE AGAINST PROPOSAL II.
Shares represented by properly executed proxies received by the Company
will be voted at the Meeting in the manner specified therein or, if no
specification is made, will be voted (i) "FOR" the election of all the nominees
for director named herein; and (ii) "FOR" the proposal to approve the amendment
to the Company's Articles of Incorporation in order to change the name of the
Company. In the event that any other matters are properly presented at the
Meeting for action, the persons named in the proxy will vote the proxies (which
confer authority upon them to vote on any such matters) in accordance with
their judgment.
<PAGE>
REVOCATION AND SOLICITATION
Any proxy given pursuant to this solicitation may be revoked by the
stockholder at any time before it is exercised by written notification
delivered to the Secretary of the Company, by voting in person at the Meeting
or by executing another proxy bearing a later date. Attendance by a stockholder
at the Meeting does not alone serve to revoke his or her proxy.
The costs of soliciting proxies will be borne by the Company. The
solicitation of proxies will be made primarily by mail, but, in addition, may
be made by directors, officers and employees of the Company, personally or by
telephone, facsimile or other means of communication. Such directors, officers
and employees will not be additionally compensated, but they may be reimbursed
for reasonable out-of-pocket expenses, in connection with such solicitations.
The Company will reimburse brokers, custodians, nominees and fiduciaries for
their out-of-pocket and clerical expenses in transmitting proxies and related
materials to beneficial owners. The Company also has retained D.F. King & Co.
to assist in soliciting proxies for a fee of approximately $6,000 plus
reimbursement of reasonable out-of-pocket expenses.
ANNUAL REPORT
The Company's Annual Report to Stockholders for the fiscal year ended
January 2, 1998 ("fiscal year 1997"), which contains the Company's audited
financial statements for fiscal year 1997, is being mailed with this Proxy
Statement to all persons who were stockholders of record as of the close of
business on March 10, 1998.
RECORD DATE; OUTSTANDING SHARES
The Board of Directors has fixed the close of business on March 10, 1998
as the record date for the determination of stockholders of the Company who are
entitled to receive notice of, and to vote at, the Meeting. At the close of
business on that date, an aggregate of 38,501,265 shares of Common Stock were
issued and outstanding, each of which is entitled to one vote on each matter to
be voted upon at the Meeting. The Company's stockholders do not have cumulative
voting rights. The Company has no other class of voting securities entitled to
vote at the Meeting.
RECENT DEVELOPMENTS
On December 29, 1997, pursuant to an Agreement and Plan of Merger, dated
as of September 2, 1997 (the "Merger Agreement"), between the Company, Zytec
Corporation ("Zytec") and CPI Acquisition Corp. (a wholly-owned subsidiary of
the Company), CPI Acquisition Corp. merged with and into Zytec with Zytec
surviving as a wholly-owned subsidiary of the Company (the "Merger"). Pursuant
to the Merger Agreement and the Merger, each outstanding share of Zytec common
stock, no par value per share ("Zytec Stock"), was converted into a right to
receive 1.33 shares (the "Exchange Ratio") of Common Stock, each outstanding
option to purchase Zytec Stock was converted into, utilizing the Exchange
Ratio, an option to purchase shares of Common Stock, the Company's Board of
Directors was increased from seven to 11 members and Ronald D. Schmidt, John M.
Steel, Lawrence J. Matthews and Dr. Fred C. Lee, each a former director of
Zytec, were selected to fill the four newly created vacancies on the Company's
Board of Directors.
2
<PAGE>
SECURITY OWNERSHIP
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of the close of business on March 10,
1998, certain information as to the stockholder which is known by the Company
beneficially to own more than 5% of its Common Stock (based solely upon filings
by said holder with the Securities and Exchange Commission ("Commission") on
Schedule 13D or Schedule 13G pursuant to Section 13 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"):
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIALLY OWNED(1) COMMON STOCK
- ------------------------------------------ ----------------------- -------------
<S> <C> <C>
Dresdner Bank AG
Dresdner RCM Global Investors LLC(2)
RCM Limited L.P.(2)
RCM General Corporation(2)
Four Embarcadero Center
Suite 2900
San Francisco, California 94111 ......... 3,717,677 9.66%
</TABLE>
- ----------------
(1) Beneficial ownership has been determined in accordance with Rule 13d-3
under the Exchange Act.
(2) Dresdner Bank AG ("Dresdner") is the parent holding company of Dresdner
RCM Global Investors LLC ("RCM") and may, therefore, be deemed to
beneficially own 3,717,677 shares owned by RCM with respect to which
Dresdner has neither dispositive nor voting power. RCM is a registered
investment advisor which directly and beneficially owns 3,717,677
shares of Common Stock, with sole dispositive power with respect to
3,622,677 of such shares, shared dispositive power with respect to
95,000 shares and with sole voting power with respect to 3,139,432 of
such shares. In its capacity as investment adviser, RCM may have
discretionary authority to dispose of or to vote securities that are
under its management, and as a result may be deemed to beneficially own
such securities. RCM Limited L.P. ("RCM Limited") is the managing agent
of RCM and RCM General Corporation ("RCM General") is the general
partner of RCM Limited. RCM Limited and RCM General may be deemed to
have beneficial ownership of the securities beneficially owned by RCM.
3
<PAGE>
OWNERSHIP BY MANAGEMENT
The following table sets forth, as of the close of business on March 10,
1998, certain information concerning beneficial ownership of the Common Stock
of the Company by each nominee for election as a director of the Company (all
of whom are presently directors), the Named Executives (as defined below), and
all directors and current executive officers as a group (based solely upon
information furnished by such persons):
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT OF
NAME BENEFICIALLY OWNED(1)(2) COMMON STOCK
- ---------------------------------------- -------------------------- -------------
<S> <C> <C>
Ronald D. Schmidt ...................... 1,184,835(3) 3.1%
Lawrence J. Matthews ................... 1,066,029 2.8%
John M. Steel .......................... 1,007,615(4) 2.6%
Joseph M. O'Donnell .................... 700,785 1.8%
Bert Sager ............................. 361,259(5) *
Richard J. Thompson .................... 281,180 *
Phillip A. O'Reilly .................... 151,721 *
Louis R. DeBartelo ..................... 90,015 *
Robert J. Aebli ........................ 71,224 *
Edward S. Croft, III ................... 56,081 *
Ervin F. Kamm, Jr. ..................... 53,256 *
Stephen A. Ollendorff .................. 50,000 *
Fred C. Lee ............................ 41,104 *
Lewis Solomon .......................... 30,000 *
A. Eugene Sapp, Jr. .................... 2,000 *
Directors and current executive officers
as a group (20 persons) .............. 5,449,558 13.6%
</TABLE>
- ----------------
* Represents less than 1%.
(1) Beneficial ownership has been determined in accordance with Rule 13d-3
under the Securities Exchange Act of 1934.
(2) Includes the following shares subject to currently exercisable options
and/or that may be acquired upon the exercise of options within 60 days
of March 10, 1998: Mr. O'Donnell--625,865; Mr. Sager--103,014; Mr.
Thompson--255,312; Mr. O'Reilly--101,721; Mr. Ollendorff--46,900; Mr.
Croft--50,000; Mr. DeBartelo--76,066; Mr. Aebli--57,500; Mr. Solomon--
25,000; Mr. Kamm--53,199; and all directors and current executive
officers as a group (20 persons)--1,480,697.
(3) Includes 2,926 shares which are owned of record by Mr. Schmidt's wife,
with respect to which Mr. Schmidt disclaims beneficial ownership.
(4) Includes 266,000 shares which are owned of record by Mr. Steel's wife,
with respect to which Mr. Steel disclaims beneficial ownership.
(5) Includes 30,388 shares which are beneficially owned by Mr. Sager's wife
as trustee under a trust for Mrs. Sager's mother, with respect to which
Mr. Sager disclaims beneficial ownership.
SECTION 16(A) REPORTING
Pursuant to Section 16(a) of the Exchange Act, directors and executive
officers of the Company and beneficial owners of greater than 10% of the
Company's Common Stock are required to file certain reports with the Securities
and Exchange Commission in respect of their ownership of Company securities.
The Company believes that during fiscal year 1997 all such required reports
were accurately and timely filed.
4
<PAGE>
PROPOSAL I: ELECTION OF DIRECTORS
The entire Board of Directors is to be elected at the Meeting. The
Company's By-laws provide that the maximum number of directors is 12 with the
exact number to be fixed by the Board of Directors. By resolution of the Board
of Directors, the number of directors has been set at 11. The 11 persons listed
below, all of whom have consented to being named in this Proxy Statement and to
serving if elected, have been nominated to serve as directors of the Company
until the annual meeting of stockholders to be held in 1999 and until their
respective successors have been duly elected and qualified. All of the nominees
are currently directors of the Company. Messrs. O'Donnell, Sager, Croft,
Ollendorff, O'Reilly and Solomon were elected by the stockholders at the
Company's 1997 Annual Meeting of Stockholders, Mr. Sapp was appointed to the
Board of Directors in July 1997 to fill a vacancy resulting from an increase in
the number of directors by the Board of Directors and Messrs. Schmidt, Steel
and Matthews and Dr. Lee, former directors of Zytec, were appointed to the
Board of Directors to fill vacancies resulting from an increase in the number
of directors by the Board of Directors in connection with the Merger.
Proxies in the accompanying form will be voted at the Meeting in favor of
the election of each of the nominees listed on the accompanying form of proxy,
unless authority to do so is withheld as to an individual nominee or nominees
or all nominees as a group. Proxies cannot be voted for a greater number of
persons than the number of nominees named. In the unexpected event that any of
such nominees should become unable to, or for good reason will not, serve as a
director, proxies may be voted for the election of substitute nominees.
Directors will be elected by a plurality of the votes cast by the holders of
shares entitled to vote thereon who are present at the Meeting in person or by
proxy.
Set forth below is certain information with respect to each nominee for
election as a director of the Company at the Meeting (based solely upon
information furnished by such persons):
<TABLE>
<CAPTION>
YEAR OF
FIRST
AGE ELECTION PRINCIPAL OCCUPATIONS
(AS OF AS A DURING PAST FIVE YEARS;
NAME 3/10/98) DIRECTOR OTHER DIRECTORSHIPS
- --------------------- ---------- ---------- ---------------------------------------------------
<S> <C> <C> <C>
Joseph M. O'Donnell 51 1994 Since December 29, 1997, the effective date of the
(4) Merger (the "Effective Date"), Co-Chairman of
the Board of Directors of the Company; from
February 1997 to December 29, 1997, Chairman
and since July 1994, Chief Executive Officer and
President of the Company; from March 1994 to
June 1994 and from October 1992 to September
1993, Managing Director of O'Donnell Associates,
a consulting firm; from October 1993 to February
1994, Chief Executive Officer of Savin
Corporation, an office products distributor;
director of Boca Research, Inc., a manufacturer of
data communications, multimedia and networking
products; and director of V-Band Corporation, a
manufacturer of computer systems.
Ronald D. Schmidt 61 1997 Since the Effective Date, Co-Chairman of the Board
of Directors of the Company; from January 1984
to December 29, 1997, an executive officer and
director of Zytec including Chairman of the Board
and Chief Executive Officer.
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
YEAR OF
FIRST
AGE ELECTION PRINCIPAL OCCUPATIONS
(AS OF AS A DURING PAST FIVE YEARS;
NAME 3/10/98) DIRECTOR OTHER DIRECTORSHIPS
- --------------------------------- ---------- ---------- -------------------------------------------------------
<S> <C> <C> <C>
Bert Sager 72 1968 Since 1949, a practicing attorney; director of Acorn
(1)(2)(3) Holding Corp., a manufacturer of microcrystalline
silicon wafers; and director of Windmere-Durable
Holdings, Inc., a manufacturer of personal care
products.
Edward S. Croft, III 55 1980 Since August 1996, Managing Director of Croft &
(1)(3) Bender LLC, an investment banking and strategic
financial advisory firm; from April 1996 to August
1996, President of Croft & Co., a financial
advisory firm; for more than five years prior to
April 1996, Managing Director of The Robinson-
Humphrey Company, Inc., an investment banking
firm; director of Acorn Holding Corp.; and
director of Just for Feet, Inc., an athletic footwear
retailer.
Stephen A. Ollendorff 59 1984 Practicing attorney for more than the past five years;
(1)(3)(4) since December 1990, Of Counsel to Hertzog,
Calamari & Gleason; from 1983 to present, Vice
President, then President, then Chairman and
Chief Executive Officer and director of Acorn
Holding Corp.
Phillip A. O'Reilly 71 1988 For more than the past five years, retired executive.
(1)(2)(3)
Lewis Solomon 64 1995 Since August 1990, Chairman of G&L of Syosset,
(1)(2)(3)(4) Inc., a financial consulting firm; from April 1986
to February 1997, Chairman of Cybernetic
Services, Inc., a servicer of moving message
signs which filed a petition under Chapter 7 of
the United States Bankruptcy Code in April
1997; director of Anadigics, Inc., a manufacturer
of gallium arsenide semiconductors; director of
Microelectronic Packaging, Inc., a semiconductor
packaging company; and director of Anacomp,
Inc., a manufacturer of magnetic products.
A. Eugene Sapp, Jr. 61 1997 Since prior to 1990, President, Chief Operating
(1)(3) Officer and director of SCI Systems, Inc., an
electronics contract manufacturer; director of V-
Band Corporation, a manufacturer of computer
systems.
Lawrence J. Matthews 69 1997 Since the Effective Date of the Merger, director of
the Company; from January 1984 to December 29,
1997, a director of Zytec; from January 1984 to
May 1993, Vice President-Engineering and
director of Zytec.
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
YEAR OF
FIRST
AGE ELECTION PRINCIPAL OCCUPATIONS
(AS OF AS A DURING PAST FIVE YEARS;
NAME 3/10/98) DIRECTOR OTHER DIRECTORSHIPS
- ----------------- ---------- ---------- ------------------------------------------------------
<S> <C> <C> <C>
Dr. Fred C. Lee 52 1997 Since the Effective Date, director of the Company;
from February 1986 to December 29, 1997, a
director of Zytec; since 1977, Professor at Virginia
Polytechnic Institute and State University ("VPI")
and director of the Virginia Power Electronics
Center at VPI.
John M. Steel 53 1997 Since the Effective Date, director and Vice President
of the Company; from January 1984 to
December 29, 1997, executive officer and director
of Zytec.
</TABLE>
- ----------------
(1) Member of the Audit Committee.
(2) Member of the Compensation and Stock Option Committee.
(3) Member of the Nominating Committee.
(4) Member of the Executive Committee.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF
ALL OF THE 11 NOMINEES NAMED ABOVE AS DIRECTORS OF THE COMPANY.
BOARD OF DIRECTORS; COMMITTEES OF THE BOARD
The Company's Board of Directors met nine times during fiscal year 1997
and authorized actions by executing unanimous written consents in lieu of a
meeting three times during fiscal year 1997. During fiscal year 1997, no
director who was a director for the entire year attended fewer than 75% of the
total number of meetings of the Board of Directors and of the committee(s) of
the Board on which he served. As of the Effective Date, the Board of Directors
increased the size of the Board to 11 and selected Ronald D. Schmidt, Lawrence
J. Matthews, John M. Steel and Dr. Fred C. Lee as members of the Board of
Directors and further selected Ronald D. Schmidt as Co-Chairman of the Board of
Directors. The Board of Directors has established four standing committees,
consisting of a Compensation and Stock Option Committee, an Audit Committee, a
Nominating Committee and an Executive Committee. The following are the current
functions of such committees.
The Compensation and Stock Option Committee, which held four meetings
during fiscal year 1997, sets and approves salary levels of all corporate
officers and has primary responsibility for the administration of the Company's
1990 Performance Equity Plan (the "Performance Plan"), including the granting
of options thereunder. See "Compensation and Stock Option Committee Report on
Executive Compensation" below. This committee also administers the Company's
1996 Employee Stock Purchase Plan. The Chairman of this committee is Phillip A.
O'Reilly.
The Audit Committee, which held two meetings during fiscal year 1997,
reviews the internal and external audit functions of the Company and makes
recommendations to the Board of Directors with respect thereto. It also has
primary responsibility for the formulation and development of the auditing
policies and procedures of the Company and for making recommendations to the
Board of Directors with respect to the selection of the Company's independent
auditing firm. The Chairman of this committee is Edward S. Croft, III.
The Nominating Committee, which held two meetings during fiscal year 1997,
recommends nominees to fill vacancies on the Board of Directors and considers
responsible recommendations by the Company's stockholders of candidates to be
nominated as directors of the Company. The Nominating Committee met early in
1998 to discuss and recommend the current nominees to the Board. All
7
<PAGE>
recommendations of candidates by stockholders must be in writing and addressed
to the Secretary of the Company. By accepting a stockholder recommendation for
consideration, the Nominating Committee does not undertake to adopt or take any
other action concerning the recommendation or to give the proponent thereof its
reasons for any action or failure to act. The Chairman of this committee is
Bert Sager.
The Executive Committee, which held no meetings during fiscal year 1997
was established by the Board of Directors in October 1997. Messrs. O'Donnell,
Ollendorff and Solomon were appointed to serve on this committee on November
26, 1997. The committee is allowed to exercise all the powers and authority of
the full Board of Directors in the management of the Company except as such
authority may be limited by the Florida Business Corporation Act or other
applicable law. The Chairman of this committee is Joseph O'Donnell.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation and Stock Option Committee consists of Bert Sager, Lewis
Solomon and Phillip A. O'Reilly. None of the committee members are executive
officers or employees of the Company. None of the executive officers of the
Company serves or has served on the board of directors or on the compensation
committee of any other entity, any of whose officers served on the Board of
Directors of the Company.
COMPENSATION OF DIRECTORS
Directors who are not employees of the Company ("Outside Directors") are
compensated for their services by payment of an annual fee of $24,000 plus
$1,500 per day for each Board of Directors meeting attended and $750 per day
for each committee meeting attended (and an additional $250 per day for each
committee meeting at which such person acted as chairman) with a maximum
payment of $2,500 per day for attendance at meetings of the Board of Directors
and as chairman at meetings of committees of the Board of Directors.
During fiscal year 1997, options to purchase 10,000 shares of Common Stock
were granted by the Company to each of the Outside Directors of the Company at
an exercise price equal to the fair market value of the Company's Common Stock
on such date pursuant to the Company's Outside Directors' Plan. Under such
plan, each Outside Director is granted an option, exercisable over 10 years, to
purchase 10,000 shares of Common Stock each time that such person is elected or
re-elected by the stockholders to serve as a director of the Company provided
that such Outside Director owns certain amounts of Common Stock.
An Outside Director who had served as a director prior to August 15, 1996,
and serves as a director for five or more years is entitled to receive certain
annual benefits under the Company's Outside Directors' Retirement Plan. The
annual benefits commence on the later of such Outside Director's retirement
from the Board of Directors or attainment of age 70 and continue for a number
of years equal to the number of years the Outside Director served on the
Company's Board of Directors. Effective January 1, 1998, the base amount of
such benefit is $12,000, adjusted pursuant to a cost of living index to each
Outside Director's particular retirement date. Once a director has begun to
receive the benefits as so adjusted, no further adjustments will be made for
the remainder of the period of time such Outside Director receives the benefit.
CERTAIN TRANSACTIONS
Mr. Ollendorff, a director of the Company, is Of Counsel to the law firm
of Hertzog, Calamari & Gleason which acts as counsel for the Company and which
received fees in fiscal year 1997 equal to $717,911 for various legal services
rendered to the Company.
Mr. Croft, a director of the Company, is currently Managing Director of
Croft & Bender LLC which provided certain financial advisory services to the
Company in fiscal year 1997.
8
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth information for the fiscal years ended
January 2, 1998, January 3, 1997 ("fiscal year 1996"), and December 29, 1995
("fiscal year 1995"), in respect of compensation earned by the Chief Executive
Officer and by the other four most highly compensated executive officers (whose
salary and bonus earned in fiscal year 1997 exceeded $100,000) of the Company
serving at the end of fiscal year 1997 (the "Named Executives").
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
--------------------------------------------------- ------------------
SECURITIES
OTHER ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($)(1) COMPENSATION($)(2) OPTIONS(#)(3) COMPENSATION($)
- ------------------------------ ------ ---------------- ------------- -------------------- ------------------ ----------------
<S> <C> <C> <C> <C> <C> <C>
Joseph M. O'Donnell 1997 376,539 409,117 -0- 74,000 30,250(4)
Co-Chairman, Chief 1996 344,615 238,427 -0- 154,965 27,751(4)
Executive Officer and 1995 270,770 231,615 268,375(5) 106,900 28,333(4)
President
Richard J. Thompson 1997 186,154 140,639 -0- 44,000 12,486(6)
Vice-President-Finance, 1996 170,449 99,305 -0- 72,312 9,371(6)
Chief Financial Officer and 1995 156,966 107,823 -0- 50,000 10,626(6)
Secretary
Louis R. DeBartelo 1997 205,846 44,293 -0- 37,500 15,398(7)
President-Power 1996 194,739 61,736 -0- 51,066 12,619(7)
Conversion 1995 176,000 73,441 -0- 50,000 11,907(7)
North America
Robert J. Aebli 1997 157,000 133,230 -0- 15,000 16,837(8)
President-Communication 1996 156,073 36,741 -0- 27,500 13,583(8)
Products 1995 146,940 36,180 -0- 21,750 12,644(8)
Ervin F. Kamm, Jr. 1997 208,122(9) -0- -0- 266,000(10) 2,723(11)
President-Systems and 1996 N/A N/A N/A N/A N/A
Services Group 1995 N/A N/A N/A N/A N/A
</TABLE>
- ----------------
(1) Includes amounts awarded under the Company's annual Executive Incentive
Plan to each of the Named Executives.
(2) Includes only those perquisites which are, in the aggregate, greater than
or equal to the lesser of $50,000 or 10% of annual salary and bonus.
(3) Represents options awarded under various stock option plans, including,
for Mr. Kamm, under Zytec stock option plans prior to the Merger. See
"--Stock Option Grants in Last Fiscal Year."
(4) Includes insurance premiums paid by the Company in the amounts of $20,000,
$20,001 and $19,179 with respect to two life insurance policies for the
benefit of Mr. O'Donnell, including a whole-life policy and a hybrid
policy in fiscal years 1997, 1996 and 1995, respectively. Also includes
$5,500, $3,000 and $4,534 in premiums paid by the Company with respect to
health insurance for the benefit of Mr. O'Donnell and contributions of
$4,750, $4,750 and $4,620 to the Company's 401(k) plan in fiscal years
1997, 1996 and 1995, respectively.
(5) Includes reimbursement for expenses related to Mr. O'Donnell's relocation
in the amount of $149,000, reimbursement for the payment of taxes in the
amount of $115,975 and a car allowance of $3,400.
(6) Includes contributions in the amounts of $4,750, $4,750 and $4,620 by the
Company to the Company's 401(k) plan for the benefit of Mr. Thompson, and
also includes insurance premiums in the amounts of $7,736, $4,621 and
$6,006 paid by the Company with respect to term life insurance and health
insurance for the benefit of Mr. Thompson in fiscal years 1997, 1996 and
1995, respectively.
(7) Includes contributions in the amounts of $4,750, $4,750 and $4,620 by the
Company to the Company's 401(k) plan for the benefit of Mr. DeBartelo and
insurance premiums in the amounts of $10,648, $7,869 and $7,287 paid by
the Company with respect to term life insurance and health insurance for
the benefit of Mr. DeBartelo in fiscal years 1997, 1996 and 1995,
respectively.
(8) Includes contributions in the amounts of $4,750, $4,750 and $4,620 by the
Company to the Company's 401(k) plan for the benefit of Mr. Aebli and
insurance premiums in the amounts of $12,087, $8,833 and $8,024 paid by
the Company with respect to term life insurance and health insurance for
the benefit of Mr. Aebli in fiscal years 1997, 1996 and 1995,
respectively.
(9) Mr. Kamm became an executive officer of the Company on the Effective Date.
The compensation included in the above table for Mr. Kamm was paid by
Zytec which became a wholly-owned subsidiary of the Company pursuant to
the Merger.
(10) Represents options awarded under various Zytec stock option plans prior to
the Merger as adjusted for the Exchange Ratio. (11) Includes insurance
premiums in the amount of $2,723 paid by Zytec with respect to term life
insurance for the benefit of Mr. Kamm prior to the Merger.
9
<PAGE>
STOCK OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth information concerning stock options
granted to the Named Executives in fiscal year 1997.
<TABLE>
<CAPTION>
PERCENTAGE OF
TOTAL OPTIONS
NUMBER OF GRANTED TO EXERCISE
SECURITIES UNDERLYING EMPLOYEES IN PRICE PER EXPIRATION GRANT DATE
NAME OPTIONS GRANTED(#) FISCAL YEAR(%)(1)(2) SHARE($) DATE PRESENT VALUE($)(3)
- --------------------------- ----------------------- ---------------------- ----------- ------------ --------------------
<S> <C> <C> <C> <C> <C>
Joseph M. O'Donnell ....... 74,000 2.6 (11.7) 18.00 5/8/07 512,036
Richard J. Thompson ....... 44,000 1.6 (6.9) 18.00 5/8/07 304,454
Louis R. DeBartelo ........ 37,500 1.3 (5.9) 18.00 5/8/07 259,478
Robert J. Aebli ........... 15,000 0.5 (2.4) 18.00 5/8/07 103,791
Ervin F. Kamm, Jr. ........ 266,000(4) 9.4 9.59 3/3/03 1,240,292
</TABLE>
- ----------------
(1) Represents the percentage of total options granted to employees of the
Company and Zytec, as adjusted for the Exchange Ratio, in fiscal year
1997.
(2) Amounts in parentheses represent the percentage of options granted to
employees of the Company excluding options granted to employees of Zytec
prior to the Merger.
(3) Based upon the Black-Scholes option pricing model adopted for use in
valuing executive stock options. The actual value, if any, a Named
Executive may realize will depend upon the excess of the market price of
the Common Stock over the exercise price on the date the option is
exercised. There is, therefore, no assurance that the value realized by a
Named Executive will be at or near the value estimated by the
Black-Scholes model. The estimated values under the model are based upon
certain assumptions which the Company believes are reasonable, such as a
risk-free rate of return of 6.2%, stock price volatility of .63, future
dividend yield of 0% and expected life of two years. The values do not
take into account certain features of the stock plans which may affect
such values, such as conditions to exercisability and nontransferability.
(4) Represents options awarded under various Zytec stock option plans prior to
the Merger as adjusted for the Exchange Ratio.
OPTIONS EXERCISED IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES TABLE
The following table sets forth information with respect to stock options
exercised by the Named Executives in fiscal year 1997 and information with
respect to exercisable and non-exercisable stock options held on January 2,
1998 by the Named Executives. The table also includes the value of "in-the-
money" stock options which represents the spread between the exercise price of
the existing stock options and the year-end trading price of the Common Stock.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF
UNDERLYING UNEXERCISED UNEXERCISED IN-THE-MONEY
OPTIONS HELD AT OPTIONS HELD AT
SHARES JANUARY 2, 1998(#) JANUARY 2, 1998(1)($)
ACQUIRED ON VALUE ------------------------------- ------------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE NOT EXERCISABLE EXERCISABLE NOT EXERCISABLE
- --------------------------- ------------- ------------ ------------- ----------------- ------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Joseph M. O'Donnell ....... 60,000 1,457,818 546,900 78,965 8,447,744 317,900
Richard J. Thompson ....... 41,000 1,014,455 209,000 46,312 3,001,250 182,620
Louis B. DeBartelo ........ 37,500 645,299 37,500 38,566 210,938 146,598
Robert J. Aebli ........... -- -- 42,500 15,000 483,206 54,375
Ervin F. Kamm, Jr. ........ -- -- -- 266,000(2) -- 3,202,241
</TABLE>
- ----------------
(1) Based upon the closing price of the Common Stock on January 2, 1998 of
$21.625.
(2) Represents options awarded under various Zytec stock option plans prior to
the Merger as adjusted for the Exchange Ratio.
EMPLOYMENT AND TERMINATION ARRANGEMENTS
On June 29, 1994, the Company and Joseph M. O'Donnell, Co-Chairman, Chief
Executive Officer and President of the Company, entered into an employment
agreement which provides that Mr. O'Donnell was to receive a base salary at the
rate of $250,000 per year for the first year of his employment and $300,000 per
year thereafter. The base salary is to be reviewed by the Board of Directors
periodically. In addition, the agreement provided that Mr. O'Donnell was
eligible to receive an incentive payment each year of employment in an amount
equal to up to 50% of his base salary for such year, payable 50% in cash and
50% in stock. Such incentive payment was subsequently increased to
10
<PAGE>
up to 60% of base salary by the Compensation and Stock Option Committee. Mr.
O'Donnell is also eligible for additional payments in the discretion of the
Compensation and Stock Option Committee, awarded in accordance with the terms
of the Company's annual Executive Incentive Plan. The agreement also provided
for the grant to Mr. O'Donnell of stock options, the grant and terms of which
are contingent upon Mr. O'Donnell's purchase of certain amounts of Common Stock
in the open market. Under the terms of the agreement, Mr. O'Donnell was also
entitled to reimbursement of certain relocation expenses, and health,
disability and life insurance benefits. The Company also has agreed to cause
Mr. O'Donnell to be nominated as a director throughout the term of his
employment. The employment agreement expired on July 26, 1997, but is renewable
each year for a one-year term unless either party provides notice of
termination. As of the date of this proxy statement, no such notice of
termination has been received by either party.
Upon any event of earlier termination of the agreement, Mr. O'Donnell is
entitled to receive his base salary through the date of termination. In the
event of Mr. O'Donnell's death or "disability" (as defined in the agreement),
he is entitled to receive his base salary for an additional year from the date
of termination, except that payments for the additional year will be offset by
certain Company-sponsored insurance benefits payable during such period, plus
any pro rated incentive payment under the Company's annual Executive Incentive
Plan to which he may be entitled. In the event that Mr. O'Donnell's employment
is terminated by the Company without "cause" (as defined in the agreement) or
by Mr. O'Donnell due to the Company's "substantial breach" (as defined in the
agreement), Mr. O'Donnell is entitled to receive his base salary for the number
of months he was employed by the Company plus six months, but for no more than
18 months total, except that if the Company terminates the agreement for
"cause" in writing and makes a lump-sum payment of $50,000 to Mr. O'Donnell,
then the total number of months is 12 unless the termination occurs prior to
the date six months from the date of written notice and payment, in which event
the number of months is set at 18. Mr. O'Donnell is also entitled to receive
any pro rated incentive payment to which he may be entitled and reimbursement
of expenses of outplacement-related services up to $45,000. In the event of the
Company's termination of the agreement without "cause", or termination of the
agreement by Mr. O'Donnell due to the Company's "substantial breach", following
a "change of control" (as defined in the agreement), Mr. O'Donnell is entitled
to receive a lump-sum payment equal to the lesser of (a) the product of the sum
of his base salary and the amount of his last incentive payment multiplied by
two and (b) the maximum amount that would be permitted without the imposition
of certain taxes, or the loss of certain tax deductions, under the Internal
Revenue Code of 1986, as amended, within 10 days from the date of termination.
Richard J. Thompson, Vice President-Finance, Chief Financial Officer and
Secretary of the Company, entered into a letter agreement with the Company on
April 28, 1994, which provides that if Mr. Thompson's employment is terminated
without "cause" (as defined in the agreement), or if he resigns within 30 days
after a substantial reduction in his responsibilities, duties or compensation,
Mr. Thompson shall be entitled to receive an amount equal to his annual base
salary plus any incentive payment he may have earned, as well as insurance and
other employee benefits, for a period of 12 months from termination. Such
payments are payable to Mr. Thompson as they would have been paid had his
employment continued without termination. The agreement further provides that
upon such termination all stock options previously granted to Mr. Thompson
shall remain outstanding until the 90th day following the 12-month period
during which he is entitled to receive post-termination compensation, except
that options granted under the 1981 Stock Option Plan shall be reissued under
the Performance Plan at an exercise price equal to the closing price of the
Common Stock as of the date of the agreement, and the Company will compensate
Mr. Thompson for any loss caused by such repricing. The agreement further
provides that Mr. Thompson is eligible for the compensation described therein
following his execution of a release of the Company from all claims he may have
against the Company, its officers and directors.
Certain options granted to the Named Executives become immediately
exercisable in the event of a "change of control" or if a Named Executive's
employment is terminated within six months after a "change of control" of the
Company pursuant to the terms of the option plan under which the options were
granted.
11
<PAGE>
COMPENSATION AND STOCK OPTION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
The Compensation and Stock Option Committee (the "Committee") of the Company's
Board of Directors is comprised of three individuals, each of whom is an
Outside Director. The Committee is responsible for establishing the overall
philosophy of the Company's executive compensation program and overseeing the
executive compensation plans developed to execute the Company's compensation
strategy.
THE COMPANY'S EXECUTIVE COMPENSATION STRATEGY
The Company's executive compensation program has been designed to promote
stockholder interests and to:
/bullet/ Link key executives' compensation to Company business objectives;
/bullet/ Reward teamwork and individual performance for achieving annual
business results;
/bullet/ Provide motivation to key executives to excel by offering
competitive incentive and total compensation;
/bullet/ Promote human resources goals to attract, hire and retain quality
talent; and
/bullet/ Balance short and long-term considerations through compensation
for achievement of annual goals that are consistent with long-term
objectives.
It is the Company's intention to ensure that all compensation paid to its
executives is tax deductible under Section 162(m) of the Internal Revenue Code
of 1986, as amended (the "Code"). Although Section 162(m) of the Code imposes
limits on deductibility for compensation to certain executives exceeding $1
million per year, the Company does not currently anticipate any limitations of
this deduction.
COMPENSATION OF OTHER EXECUTIVE OFFICERS
The Company's executive compensation program includes two principal
elements: annual cash compensation and long-term awards. The Company uses
competitive survey data of companies in the technology industry with comparable
revenue levels in assessing cash compensation and long-term awards.
Annual cash compensation includes both base salaries and annual incentive
awards pursuant to the Company's Executive Incentive Plan ("EIP"). Executives'
base salaries are evaluated each year based upon an assessment of competitive
market data of comparable companies, as discussed above. Subject to any
applicable terms of any employment agreements, executives are eligible for
adjustments in base salary based upon an assessment of individual performance
and changes in principal job duties and responsibilities.
Executives are eligible to receive annual incentive awards under the EIP.
Each executive participating in the plan has a targeted annual incentive award,
based upon competitive practice which represents a stated percentage of the
executive's base salary. The performance of executives with corporate-wide
responsibilities is evaluated based upon the achievement of corporate financial
targets measured by the Company's net income and revenue growth. The
performance of executives with divisional and/or subsidiary responsibility is
evaluated based upon the achievement of divisional or subsidiary financial
targets measured by management net income, revenue growth and cash flow. The
financial targets for fiscal year 1997 were developed from the Company's annual
planning process. The Committee reviews and approves the targets each year
based upon fairness, degree of difficulty and
12
<PAGE>
reasonableness. Further, the Company must achieve a minimum net income
performance threshold before corporate executives are entitled to receive a
financial target payout under the EIP. For division/ subsidiary participants,
the division must achieve a minimum management net income performance threshold
before division/subsidiary executives are entitled to receive a financial
target payout under the EIP. There may be no incentive payout if the Company is
not profitable.
The maximum individual annual incentive award is two times the targeted
annual incentive award. In addition, annual incentive awards are limited to no
more than 10% of the Company's net income, excluding extraordinary items,
before total after-tax cost of the aggregate executive annual incentive payout,
unless otherwise approved by the Committee and Board of Directors.
Long-term incentive compensation included payments under the Performance
Plan. The Performance Plan permits the Company to grant stock options to
selected executives at a price no less than the fair market value of the Common
Stock on the date of grant.
Each year the Committee reviews and approves annual salaries, annual
incentive awards, grants of long-term incentives and the performance targets
and criteria established for both the annual and long-term incentive plans. In
addition, the Committee reviews the performance of the Company and its
divisions and subsidiaries and exercises the final authority in approving the
payout of executive incentive awards. The Committee has engaged executive
compensation consultants and used competitive compensation data.
In the beginning of fiscal year 1997, the Committee reviewed and approved
the financial targets to be included in the fiscal year 1997 EIP for the Chief
Executive Officer and the Company's executives. Based upon the Committee's
review of the Company's performance by the Chief Executive Officer and the
Company's other executives following conclusion of the 1997 fiscal year, the
Company granted awards to the Chief Executive Officer and such executives under
the 1997 EIP based on the attainment of Company and divisional objectives.
Based upon assessments of individual performance, the Company awarded an
increase in base salary in fiscal year 1997 to Messrs. Thompson, DeBartelo and
Aebli.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
Mr. O'Donnell's base salary during fiscal year 1997 was increased to
$380,000. The base salary of Mr. O'Donnell was based upon an assessment of
competitive market data of comparable companies, as described above. Mr.
O'Donnell received an annual incentive award of $409,117 under the 1997 EIP
based on attainment of Company's financial results during fiscal year 1997. On
May 8, 1997, the Company, pursuant to the EIP, granted Mr. O'Donnell a
non-qualified stock option to purchase 74,000 shares of Common Stock at an
exercise price of $18.00 per share, exercisable as follows: (i) 50% vesting
upon the closing price of a share of Common Stock being equal to $22.50 for 20
of 30 consecutive trading days, (ii) 100% vesting upon the closing price of a
share of Common Stock being equal to $27.00 per share for 20 of 30 consecutive
trading days, and (iii) to the extent not previously exercisable, 100% on May
8, 2004.
MEMBERS OF THE COMPENSATION AND STOCK OPTION COMMITTEE:
Phillip A. O'Reilly, Chairman
Bert Sager
Lewis Solomon
13
<PAGE>
STOCK PERFORMANCE GRAPH
The line graph below compares the cumulative total stockholder return
(assuming reinvestment of dividends) on the Company's Common Stock, over the
most recent five-year period up to and including January 2, 1998, with the
cumulative total return of companies on the Russell 2000/registered trademark/
Index and the S&P/registered trademark/ SmallCap Electrical Equipment Index
(the "Electrical Equipment Index"), a published line-of-business index. In
light of the Company's continued focus on its power conversion business, the
Electrical Equipment Index was selected by the Company because the Company
believes the Electrical Equipment Index provides a meaningful comparison to the
Company's performance.
CUMULATIVE TOTAL RETURN
BASED ON REINVESTMENT OF $100 BEGINNING DECEMBER 31, 1992
[GRAPHIC OMMITTED[
<TABLE>
<CAPTION>
DEC-92 DEC-93 DEC-94 DEC-95 DEC-96 DEC-97
-------- -------- -------- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Computer Products, Inc. $100 $ 80 $117 $400 $678 $787
Russell 2000 $100 $119 $117 $150 $175 $214
S&P SmallCap Electrical Equipment Index $100 $127 $148 $166 $211 $260
</TABLE>
14
<PAGE>
PROPOSAL II: APPROVAL OF THE AMENDMENT OF THE COMPANY'S
ARTICLES OF INCORPORATION TO CHANGE THE COMPANY'S NAME
TO "ARTESYN TECHNOLOGIES, INC."
Following the Merger, the Company's Board of Directors determined that it
would be beneficial to change its name to better reflect the expanded range and
global reach of the Company's product line. The Company chose the name "Artesyn
Technologies, Inc." which is a combination of the words artisan and synthesis.
Since the Effective Date, the Company has been conducting business under such
name. The Board of Directors of the Company believes that following the Merger
the name Artesyn Technologies, Inc. better reflects the strength of the
combined companies. Accordingly, the Board of Directors has adopted an
amendment to the Company's Articles of Incorporation which it is presenting for
approval by the Company's shareholders at the Meeting. The text of such
amendment is as follows:
"Article I to the Articles of Incorporation is hereby deleted in its
entirety and replaced with the following:
" `The name of the corporation is Artesyn Technologies, Inc.' "
The affirmative vote of holders of a majority of the Company's outstanding
shares is required for approval of the amendment to the Company's Articles of
Incorporation in order to change the name of the Company.
The Board of Directors unanimously recommends a vote "FOR" the adoption of
Proposal II.
INDEPENDENT AUDITORS
Pursuant to a recommendation of the Audit Committee, the Board of
Directors has selected and retained the firm of Arthur Andersen LLP to act as
independent certified public accountants for the Company for the fiscal year
ending January 1, 1999. Representatives of Arthur Andersen LLP are expected to
be present at the Meeting, to have the opportunity to make a statement, if they
so desire, and will be available to respond to appropriate questions. Arthur
Andersen LLP was retained as the Company's independent certified public
accountants beginning in March 1991.
OTHER MATTERS
At the date of this Proxy Statement, the Board of Directors has no
knowledge of any business which will be presented for consideration at the
Meeting, other than as described above. If any other matter or matters are
properly brought before the Meeting or any adjournment(s) thereof, it is the
intention of the persons named in the accompanying form of proxy to vote
proxies on such matters in accordance with their judgment.
SUBMISSION OF STOCKHOLDER PROPOSALS
Any proposal which is intended to be presented by any stockholder for
action at the 1999 Annual Meeting of Stockholders must be received in writing
by the Secretary of the Company at 7900 Glades Road, Suite 500, Boca Raton,
Florida 33434, not later than November 22, 1998 in order for such proposal to
be considered for inclusion in the Proxy Statement and form of Proxy relating
to the 1999 Annual Meeting of Stockholders. ockholders.
By Order of the Board of Directors
RICHARD J. THOMPSON
SECRETARY
Dated: March 23, 1998
15
<PAGE>
COMPUTER PRODUCTS, INC.
PROXY FOR ANNUAL MEETING TO BE HELD ON MAY 6, 1998
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS
The undersigned stockholder(s) of COMPUTER PRODUCTS, INC., a Florida
corporation (the "Company"), hereby constitute(s) and appoint(s) Phillip A.
O'Reilly and Bert Sager and each of them, with full power of substitution in
each, as the agent, attorneys and proxies of the undersigned, for and in the
name, place and stead of the undersigned, to vote at the Annual Meeting of
Stockholders of the Company to be held at Pete's Grand Terrace, 7880 Glades
Road, Boca Raton, Florida, on May 6, 1998 at 10:00 A.M. (local time), and any
adjournment(s) thereof, all of the shares of stock which the undersigned would
be entitled to vote if then personally present at such meeting in the manner
specified and on any other business as may properly come before the Meeting.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS GIVEN ON
THE REVERSE SIDE. IF NO INSTRUCTIONS ARE GIVEN, THIS PROXY WILL BE VOTED FOR
ITEMS 1 AND 2 AND AT THE PROXIES' DISCRETION, UPON ANY OTHER MATTERS THAT MAY
PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENT(S) THEREOF.
(Continued and to be signed and dated on the reverse side.)
<PAGE>
1. ELECTION OF DIRECTORS
FOR all nominees WITHHOLD AUTHORITY *EXCEPTIONS
listed below to vote for all
nominees listed
below
[ ] [ ] [ ]
Nominees: Edward S. Croft, III, Fred C. Lee, Lawrence J. Matthews,
Joseph M. O'Donnell, Stephen A. Ollendorff, Phillip A.
O'Reilly, Bert Sager, A. Eugene Sapp, Jr., Ronald D.
Schmidt, Lewis Solomon, John M. Steel
(INSTRUCTION: To withhold authority to vote for any individual
nominee mark the "EXCEPTIONS" box and write the nominee's name in
the space below.)
*EXCEPTIONS _____________________________________________________
2. To approve an amendment to the Company's Articles of Incorporation in order
to change the Company's name to "Artesyn Technologies, Inc."
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting and any adjournment(s)
thereof and as set forth in Rule 14a- 4(c) of the Securities Exchange Act
of 1934, as amended.
Please sign exactly as name appears above. 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.
Dated________________________, 1998
___________________________________
Signature
___________________________________
Signature if held jointly
PLEASE MARK, SIGN, DATE AND VOTES MUST BE INDICATED
RETURN THE PROXY CARD PROMPTLY [X] IN BLACK OR BLUE INK [ ]
USING THE ENCLOSED ENVELOPE.
