<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
SCIENTIFIC TECHNOLOGIES INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
[LOGO OF SCIENTIFIC TECHNOLOGIES INCORPORATED]
SCIENTIFIC TECHNOLOGIES INCORPORATED
6550 Dumbarton Circle
Fremont, California 94555
(510) 608-3400
______________
Notice of Annual Meeting of Shareholders
To Be Held May 23, 1996
______________
To the Shareholders of SCIENTIFIC TECHNOLOGIES INCORPORATED:
The Annual Meeting of Shareholders of SCIENTIFIC TECHNOLOGIES
INCORPORATED (the "Company") will be held at the offices of the Company, 6550
Dumbarton Circle, Fremont, California, on Thursday, May 23, 1996 at 4:00 p.m.,
for the following purposes:
1. To elect directors to serve for the ensuing year and until their
successors are elected.
2. To ratify the appointment of Price Waterhouse as the Company's
independent accountants.
3. To transact such other business as may properly come before the
meeting and any adjournment thereof.
The Board of Directors has fixed the close of business on March 30,
1996 as the record date for determination of shareholders entitled to notice of,
and to vote at, the meeting and any adjournment thereof.
All shareholders are cordially invited to attend the meeting in person.
If you do not expect to attend in person, please promptly mark, date, sign, and
return the enclosed proxy.
James A. Lazzara
Secretary
April 23, 1996
<PAGE>
[LOGO OF SCIENTIFIC TECHNOLOGIES INCORPORATED]
SCIENTIFIC TECHNOLOGIES INCORPORATED
6550 Dumbarton Circle
Fremont, California 94555
(510) 608-3400
______________
PROXY STATEMENT
______________
Annual Meeting of Shareholders
May 23, 1996
______________
GENERAL INFORMATION
The accompanying proxy is solicited by and on behalf of the Board of
Directors of Scientific Technologies Incorporated (the "Company") to be used at
the Annual Meeting of Shareholders to be held at the offices of the Company,
6550 Dumbarton Circle, Fremont, California, on Thursday, May 23, 1996, at 4:00
p.m., and at any adjournment thereof. This proxy statement and the accompanying
proxy and annual report are being first mailed to holders of Scientific
Technologies Incorporated's Common Stock on or about April 23, 1996.
When the enclosed proxy is properly executed and returned, the shares
it represents will be voted at the meeting in accordance with any directions
noted thereon, and if no directions are indicated, the shares it represents will
be voted in favor of the proposals set forth in the notice attached hereto. Any
shareholder signing and delivering a proxy may revoke it at any time before it
is voted by filing with the Secretary of the Company a written revocation or a
duly executed proxy bearing a date later than the date of the proxy being
revoked. Any shareholder attending the meeting in person may withdraw his proxy
and vote his shares.
The cost of this solicitation of proxies will be borne by the Company.
Solicitations will be made only by mail; provided, however, that, if necessary,
officers and regular employees of the Company may make solicitations of proxies
personally or by telephone or telegram, but such persons will not be specially
compensated for such services. The Company will reimburse brokerage firms and
others for their reasonable expenses in forwarding solicitation materials to
beneficial owners of the Company's Common Stock.
1
<PAGE>
DEADLINE FOR RECEIPT OF SHAREHOLDER PROPOSALS FOR
1997 ANNUAL MEETING
Proposals of shareholders which are intended to be presented by such
shareholders at the Company's 1997 Annual Meeting must be received by the
Company no later than January 15, 1997 in order that they may be included in the
proxy statement and form of proxy relating to that meeting.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Only shareholders of record at the close of business on March 30, 1996
(the "Record Date") will be entitled to vote at the 1995 Annual Meeting. On that
date, there were 9,607,758 shares of Common Stock outstanding and entitled to
vote. Each shareholder is entitled to one vote for each share of stock entitled
to vote at the meeting, including for the election of Directors.
The following table indicates the number of shares of Common Stock
owned beneficially as of March 30, 1996 by each person known to the Company to
own more than 5% of the Company's outstanding Common Stock and all Officers and
Directors as a group.
The address of the individuals named is the address of the Company.
<TABLE>
<CAPTION>
Amount and Nature
Name of of Beneficial Percent
Title of Class Beneficial Owner Ownership/(1)/ of Class
________________________________________________________________________________________________
<S> <C> <C> <C>
Common $.001 Par Anthony R. Lazzara 5,802,010 Indirect/(2)/ 60/(2)/
Common $.001 Par Joseph J. Lazzara 741,711 Indirect/(2)/ 8/(2)/
Common $.001 Par James A. Lazzara 818,723 Indirect/(2)/ 9/(2)/
Common $.001 Par James A. Ashford 631,370 Indirect/(2)/ 7/(2)/
Common $.001 Par All Officers and Directors 7,993,814 Indirect/(2)/ 84/(2)/
as a Group 11,463 Direct/(3)/ -/(3)/
</TABLE>
/(1)/Gives effect to the Company's two-for-one stock split in July 1995.
/(2)/Scientific Technology Incorporated, (the "Parent") was the stockholder of
record of 8,355,137 shares (87%) of the Company as of March 30, 1996. At March
30, 1996, the shareholders of the Parent were as follows: Anthony R. Lazzara-
69%; Joseph J. Lazzara-9%; James A. Lazzara-10%; James A Ashford-8%; other
members of the Lazzara family-4%. As a result of such share holdings, the
individuals named in the table may be deemed to indirectly own the number and
percentage of shares set forth opposite their names.
/(3)/Includes shares subject to options held by Mssrs. Frei, Ploshay and Faria.
2
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS
Directors and Nominees
At the Annual Meeting, six Directors are to be elected. Each elected
Director will serve until the 1997 Annual Meeting or until his respective
successor has been elected and qualified.
In the absence of instructions to the contrary, the shares represented
by a proxy delivered to the Board of Directors will be voted for the six
nominees named below. All nominees are anticipated to be available for election
and able to serve. However, if any such nominee should decline or become unable
to serve as a director for any reason, votes will be cast instead for a
substitute nominee, if any, designated by the Board of Directors or, if none is
so designated, will be cast according to the judgment in such matters of the
person or persons voting the proxy.
The following nominees are all presently members of the Board of
Directors. The address of each nominee is the address of the Company.
<TABLE>
<CAPTION>
Held Position
Name Position With Company Since Age
_____________________________________________________________________________
<S> <C> <C> <C>
Anthony R. Lazzara Chairman of the Board September 1984 65
Joseph J. Lazzara Director, September 1984 44
President, June 1989
Chief Executive Officer June 1993
and Treasurer September 1984
James A. Lazzara Director and Secretary September 1984 39
Senior Vice-President June 1989
James A. Ashford Director September 1988 44
Vice-President Operations June 1989
Carl H. Frei Director September 1988 62
Bernard J. Ploshay Director September 1988 74
</TABLE>
Business Experience of Directors
Anthony R. Lazzara has been Chairman of the Board of the Company since
September 20, 1984. He also served as the Company's Chief Executive Officer from
September 20, 1984 to June 17, 1993, and President from September 20, 1984 until
June 22, 1989. He is the founder and principal shareholder of Scientific
Technology Incorporated (the "Parent"), and has been its Chairman of the Board
and President since 1971. He received an LLB degree and an honorary Juris
Doctor degree from DePaul University.
3
<PAGE>
Joseph J. Lazzara has been Chief Executive Officer of the Company
since June 17, 1993, President since June 22, 1989, and Treasurer and a Director
of the Company since September 21, 1984. He served as Vice President of the
Company from September 21, 1984 until June 22, 1989. He also has served as
Treasurer and a Director of the Parent since August 1981. Prior to 1981 he was
employed by Hewlett-Packard in Process and Engineering Management. Mr. Lazzara
received a Bachelor of Science degree in Engineering from Purdue University and
a Masters in Business Administration from Santa Clara University. He is a son of
Anthony R. Lazzara.
James A. Lazzara has been the Senior Vice President of the Company
since June 22, 1989, and has been the Secretary and a Director of the Company
since September 21, 1984. He served as Vice President of the Company from 1987
to June 22, 1989. He is the Secretary, Vice President and a Director of the
Parent, having joined the Company in November 1979. Mr. Lazzara received a
Bachelor of Science degree from California Polytechnic State University. He is a
son of Anthony R. Lazzara.
James A. Ashford has been the Vice President of Operations of the
Company since June 22, 1989 and has been a Director of the Company since
September 27, 1988. He has also served as Vice President and General Manager of
the Optical Sensor and Datricon Divisions since March of 1986. From 1980 to
March 1986, Mr. Ashford was employed by Smith-Kline Beckman, most recently as
Marketing Administration Manager and, prior to that, as Materials Manager. He
was awarded a Bachelor of Science degree by San Diego State University. He is a
son-in-law of Anthony R. Lazzara.
Carl H. Frei has been a Director of the Company since September 27,
1988. From 1970 to March 1989 he was employed by Sonoco Fibre Drum Co. as
Regional General Manager, at which time he retired. He is presently employed as
a sales executive by Greif Bros. Corporation.
Bernard J. Ploshay has been a Director of the Company since September
27, 1988. He has been retired since 1981. From 1973 to 1981 Mr. Ploshay was
employed by the Parent as Vice President of Manufacturing.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
During the fiscal year ended December 31, 1995 there were four
meetings of the Board of Directors. No director attended fewer than 75% of the
meetings of the Board of Directors. The Board of Directors has three committees:
the Audit Committee, the Executive Committee and the Compensation Committee.
The Audit Committee, comprised of Directors Bernard L. Ploshay and
Carl H. Frei, is authorized to conduct appropriate reviews of all related-party
transactions and report to the Board their findings of any potential conflict of
interests of the Company and related parties; review the independent audits of
the financial condition of the Company for the purpose of recommending changes
in accounting procedures and practices; and conduct appropriate reviews and
audits as ordered or directed by the Board of Directors and such other
activities or reviews as are designated by the Board. The Audit Committee held
one meeting in 1995.
4
<PAGE>
The Compensation Committee, comprised of Directors Anthony R. Lazzara,
Bernard J. Ploshay, and Carl H. Frei, is authorized to recommend the amount and
nature of compensation to be paid to the Company's officers and directors and to
recommend stock options to be granted to Company employees and consultants to
the Board of Directors. There was one meeting of the Compensation Committee in
1995.
The Executive Committee, comprised of Directors Anthony R. Lazzara,
Joseph J. Lazzara, James A. Lazzara and James Ashford, is authorized to
represent and act on behalf of the full Board of Directors in all business
matters except: amending the articles of incorporation; adopting a plan of
merger or consolidation; recommending to the shareholders the sale, lease,
exchange, mortgage, pledge or other disposition of all or substantially all the
property and assets of the corporation otherwise than in the usual and regular
course of its business; recommending to the stockholders a voluntary dissolution
of the corporation or a revocation thereof; amending the by-laws of the
corporation; or taking any other action prohibited by the Oregon Business
Corporation Act. The Executive Committee held one meeting in 1995.
COMPENSATION OF EXECUTIVE OFFICERS
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation Long-term Compensation
------------------------- ---------------------------
Bonus Bonus Other Rest- Securities
Paid Paid Annual ricted Underlying
Name and by by Comp- Stock Options/ LTIP
Principal Position Year Salary Company Parent ensation Awards SAR Payouts
- ------------------ ----------- ------- ------- ------ -------- ------ --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Anthony R Lazzara 1995 $389,444 None $50,000 None None None None
Chairman 1994 $288,340 None $45,000 None None None None
1993 $241,535 None $20,000 None None None None
Joseph J. Lazzara 1995 $186,735 None $50,000 None None None None
President, CEO 1994 $158,323 None $45,000 None None None None
1993 $129,159 None $20,000 None None None None
James A. Lazzara 1995 $202,310 None $50,000 None None None None
Senior 1994 $170,899 None $45,000 None None None None
Vice-President 1993 $131,889 None $20,000 None None None None
James A. Ashford 1995 $172,704 None $50,000 None None None None
Vice-President 1994 $153,215 None $45,000 None None None None
1993 $129,907 None $20,000 None None None None
Frank Webster 1995 $138,381 None None None None None None
Vice-President 1994 $108,810 None None None None None None
1993 $ 93,208 None None None None None None
</TABLE>
The column entitled "All Other Compensation"was omitted because there was none
paid during the relevant periods.
5
<PAGE>
Option/SAR Grants in Last Fiscal Year
None
Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values
None
Long-Term Incentive Plans - Awards in Last Fiscal Year
None
Compensation of Directors
Members of the Board who are not also officers or employees of the
Company are paid a fee of $500 per meeting for services as director. Directors
receive no additional compensation for committee participation or attendance at
committee meetings.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Scientific Technology Incorporated provides certain general and
administrative services to all of its subsidiaries, which costs are allocated
back to the subsidiaries on a pro-rated basis determined by the level of
revenues of each benefit-receiving company. Aggregate costs to the Company were
approximately $890,000 in 1995. These services will continue to be provided in
the same manner in 1996.
Certain of the Company's officers are employed by the Parent. In
addition, the Company employs certain officers directly.
6
<PAGE>
PROXY
SCIENTIFIC TECHNOLOGIES INCORPORATED
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS
MAY 23, 1996
The undersigned shareholder of Scientific Technologies Incorporated (the
"Company") hereby appoints James A. Lazzara and Joseph J. Lazzara, and each of
them, proxies with full power of substitution to vote all shares which the
undersigned is entitled to vote at the Annual Meeting of Shareholders to be
held on May 25, 1995 at 4:00 p.m., or at any adjournment(s) thereof, with all
the power the undersigned would possess if personally present, with respect to
the following:
PLEASE MARK, SIGN, DATE AND MAIL THESE VOTING INSTRUCTIONS PROMPTLY,
USING THE ENCLOSED ENVELOPE.
P R O X Y
- -------------------------------------------------------------------------------
COMMENTS/ADDRESS CHANGE:
(Continued and to be signed on the other side)
<PAGE>
X
Please mark
your votes
as this
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING.
FOR
WITHHELD
FOR ALL
FOR
AGAINST
ABSTAIN
1. Election of Directors. Nominees: Anthony R. Lazzara, Joseph J. Lazzara,
James A. Lazzara, James A. Ashford, Carl H. Frei, Bernard J. Ploshay.
2. Ratification of the appointment of Price Waterhouse as the independent
accountants of the Company for the current fiscal year ending December 31,
1996.
FOR all nominees listed above (except authority to vote is withheld for the
names crossed off above (if any))
WITHHOLD AUTHORITY to vote for all nominees listed above.
WITHHELD FOR: (Write that nominee's name in the
space provided below).
- -------------------------------------------------------------------------------
WILL ATTEND MEETING
ADDRESS/ COMMENT CHANGE
- --
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL
BE VOTED "FOR" ALL NOMINEES IN ITEM 1 AND "FOR" ITEM 2. IF ANY OTHER BUSINESS
PROPERLY COMES BEFORE THE MEETING, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH
THE RECOMMENDATIONS OF MANAGEMENT.
THE UNDERSIGNED ACKNOWLEDGES RECEIPT WITH THIS PROXY OF A COPY OF THE NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS, PROXY STATEMENT DATED APRIL 23, 1996, AND
THE COMPANY'S 1995 ANNUAL REPORT. THE UNDERSIGNED HEREBY REVOKES ANY PROXY OR
PROXIES HERETOFORE GIVEN.
Signature of Shareholder(s) ____________ Date: _,
1996
NOTE: Please date and sign exactly as name appears hereon. When signing as
attorney, executor, administrator, trustee or guardian, please give full
title. If more than one trustee, all should sign. All joint owners must sign.
