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:
[x] Preliminary Proxy Statement [ ] Confidential, For Use of
the Commission Only (as
permitted by Rule 14a-6(e)(2))
[ ] 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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(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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PRELIMINARY COPY
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 __, 1998
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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.
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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 __, 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
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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 re ceived 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.
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-
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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 $_____ 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 __________ 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
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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.
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"):
NUMBER OF
SHARES
NAME AND ADDRESS BENEFICIALLY PERCENT OF
OF BENEFICIAL OWNER OWNED(1) COMMON STOCK
- ------------------- ------------ ------------
Dresdner Bank AG 3,717,677 -%
Dresdner RCM Global Investors LLC(2)
RCM Limited L.P.(2)
RCM General Corporation(2)
Four Embarcadero Center
Suite 2900
San Francisco, California 94111
- ---------------
(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
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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.
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):
NUMBER OF SHARES
BENEFICIALLY PERCENT OF
NAME OWNED (1)(2) COMMON STOCK
- ---- ------------ ------------
Ronald D. Schmidt................... 1,184,835(3) ____%
Lawrence J. Matthews................ 1,066,029 ____%
John M. Steel....................... 1,007,615(4) ____%
Joseph M. O'Donnell................. 700,785 ____%
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 ____%
- -----------
* 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;
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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.
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.
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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):
AGE YEAR OF FIRST PRINCIPAL OCCUPATIONS
(AS OF ELECTION AS A DURING PAST FIVE YEARS;
NAME 3/10/98) DIRECTOR OTHER DIRECTORSHIPS
- ---- -------- -------------- -------------------------------
Joseph M. O'Donnell 51 1994 Since December 29, 1997, the
(4) effective date of the 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.
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AGE YEAR OF FIRST PRINCIPAL OCCUPATIONS
(AS OF ELECTION AS A DURING PAST FIVE YEARS;
NAME 3/10/98) DIRECTOR OTHER DIRECTORSHIPS
- ---- -------- -------------- ------------------------------
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.
Bert Sager 72 1968 Since 1949, a practicing
(1) (2) (3) attorney; director of Acorn
Holding Corp., a manufacturer
of microcrystalline silicon
wafers; and director of
Windmere-Durable Hold ings,
Inc., a manufacturer of personal
care products.
Edward S. Croft, III 55 1980 Since August 1996, Managing
(1) (3) Director of Croft & Bender LLC,
an investment banking and
strategic financial ad visory
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 Com pany,
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
(1) (3) (4) than the past five years; since
December 1990, Of Counsel to
Hertzog, Calamari & Gleason;
from 1983 to present, Vice
President, then President, then
Chair man and Chief Executive Of
ficer and director of Acorn
Holding Corp.
Phillip A. O'Reilly 71 1988 For more than the past five
(1) (2) (3) years, retired executive.
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AGE YEAR OF FIRST PRINCIPAL OCCUPATIONS
(AS OF ELECTION AS A DURING PAST FIVE YEARS;
NAME 3/10/98) DIRECTOR OTHER DIRECTORSHIPS
- ---- -------- ------------- -------------------------------
Lewis Solomon 64 1995 Since August 1990, Chairman of
(1) (2) (3) (4) G&L of Syosset, 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 pack aging
company; and director of
Anacomp, Inc., a manufac turer
of magnetic products.
A. Eugene Sapp, Jr. 61 1997 Since prior to 1990, President,
(1)(3) Chief Operating 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.
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AGE YEAR OF FIRST PRINCIPAL OCCUPATIONS
(AS OF ELECTION AS A DURING PAST FIVE YEARS;
NAME 3/10/98) DIRECTOR OTHER DIRECTORSHIPS
- ---- -------- ------------- -------------------------------
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.
(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
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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 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,
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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 ("Out side Directors")
are compensated for their services by pay ment 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
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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.
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 $100,000) of the Company
serving at the end of fiscal year 1997 (the "Named Executives").
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<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------------------------------------- --------------
SECURITIES ALL OTHER
NAME AND OTHER ANNUAL UNDERLYING COMPENSATION
PRINCIPAL POSITION YEAR SALARY($) BONUS($)(1) COMPENSATION($)(2) OPTIONS(#)(3) ($)
- ------------------ ---- --------- -------- ------------------- ------------- ------------
<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 Conversion 1996 194,739 61,736 -0- 51,066 12,619 (7)
North America 1995 176,000 73,441 -0- 50,000 11,907 (7)
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
<FN>
- ----------
(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.
14
<PAGE>
(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 $2,723 paid by Zytec with
respect to term life insurance for the benefit of Mr. Kamm prior to the
Merger.
</FN>
</TABLE>
STOCK OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth information concerning stock options
granted to the Named Executives in fiscal year 1997.
<TABLE>
<CAPTION>
PERCENTAGE OF TOTAL
NUMBER OF OPTIONS GRANTED TO EXERCISE
SECURITIES UNDERLYING EMPLOYEES IN PRICE PER EXPIRATION GRANT DATE
NAME OPTIONS GRANTED(#) FISCAL YEAR(%)(1)(2) SHARE($) 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
<FN>
- ----------
(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.
15
<PAGE>
(4) Represents options awarded under various Zytec stock option plans prior to
the Merger as adjusted for the Exchange Ratio.
</FN>
</TABLE>
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 EXRCISE(#) 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 -0- -0- 42,500 15,000 483,206 54,375
Ervin F. Kamm, Jr. -0- -0- -0- 266,000(2) -0- 3,202,241
<FN>
- ----------
(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.
</FN>
</TABLE>
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 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
16
<PAGE>
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
17
<PAGE>
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.
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
18
<PAGE>
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
19
<PAGE>
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 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.
20
<PAGE>
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.
21
<PAGE>
MEMBERS OF THE COMPENSATION AND STOCK OPTION COMMITTEE:
Phillip A. O'Reilly, Chairman
Bert Sager
Lewis Solomon
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(R) Index and the S&P(R)
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
$800
$750
$700
$650
$600
$550
$500
$450
$400
$350
$300
$250
$200
$150
$100
$50
$0
Dec-92 Dec-93 Dec-94 Dec-95 Dec-96 Dec-97
22
<PAGE>
<TABLE>
<CAPTION>
COMPUTER PRODUCTS INC. - - RUSSELL 2000 - - - S&P SMALLCAP ELECTRICAL EQUIPMENT
INDEX
DEC-92 DEC-93 DEC-94 DEC-95 DEC-96 DEC-97
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Computer Product Inc. $100 $80 $117 $400 $678 $787
Russell 2000 $100 $119 $117 $150 $175 $214
S&P SmallCap Eletrical $100 $127 $148 $166 $211 $260
Equipment Index
</TABLE>
23
<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
24
<PAGE>
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 __, 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.
By Order of the Board of Directors
RICHARD J. THOMPSON
Secretary
Dated: March __, 1998
25
<PAGE>
PELIMINARY COPY
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.
