<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 INCORPORATED
- --------------------------------------------------------------------------------
(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] No fee required.
[_] 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:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] 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:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
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Notes:
<PAGE>
[LOGO APPEARS HERE]
SCIENTIFIC TECHNOLOGIES INCORPORATED
6550 DUMBARTON CIRCLE
FREMONT, CALIFORNIA 94555
(510) 608-3400
______________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 22, 1997
______________
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 22, 1997 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 LLP 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 April 7, 1997 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 22, 1997
<PAGE>
[LOGO APPEARS HERE]
SCIENTIFIC TECHNOLOGIES INCORPORATED
6550 DUMBARTON CIRCLE
FREMONT, CALIFORNIA 94555
(510) 608-3400
______________
PROXY STATEMENT
______________
ANNUAL MEETING OF SHAREHOLDERS
MAY 22, 1997
______________
GENERAL
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 22, 1997, 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 22, 1997.
RECORD DATE AND OUTSTANDING SHARES
Only holders of record of shares of the Company's common stock (the "Common
Stock") at the close of business on April 7, 1997 will be entitled to notice of,
and to vote at the Annual Meeting. On that date, 9,607,758 shares of common
stock were issued and outstanding.
REVOCABILITY OF PROXIES
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.
QUORUM
A quorum for the Annual Meeting will consist of the holders, present in
person or represented by proxy, of a majority of the outstanding shares of
Common Stock entitled to vote at the Annual Meeting.
1
<PAGE>
VOTING
All shares represented by proxies will be voted in accordance with
shareholder directions. If the proxy is signed and returned without any
direction given, shares will be voted in accordance with the Board of Directors
recommendations. The Company is not aware, as of the date thereof, of any
matters to be voted on at the Annual Meeting other than as stated in this Proxy
Statement and the accompanying Notice of Annual Meeting of Shareholders. If any
other matters are properly brought before the Annual Meeting, the enclosed Proxy
gives discretionary authority to the persons named therein to vote the shares in
their best judgment.
Each share of Common Stock outstanding on April 7, 1997 will be entitled to
one vote at the Annual Meeting. Under applicable law and the Company's restated
Articles of Incorporation and Restated Bylaws, if a quorum exists at the Annual
Meeting: (I) the six nominees for election of directors who receive the greatest
number of votes cast for the election of directors by the shares present in
person or by proxy and entitled to vote shall be elected directors and (ii) the
proposal to ratify the selection of Price Waterhouse LLP, as independent
auditors of the Company will be approved if the number of votes cast in favor of
such proposal exceeds the number of votes cast against it. An abstention with
respect to the election of directors will not be counted in either in favor of
or against the nominees. In addition, abstentions will have no effect on the
other proposal presented for shareholder approval as they will neither count as
votes for or votes against such proposal.
Brokers who hold shares for the accounts of their clients may vote such
shares either as directed by their clients or in their own discretion if
permitted by the stock exchange or other organization of which they are members.
Certain proposals other than the election of directors are "non-discretionary"
and brokers who have received no instructions from their clients do not have
discretion to vote on those items. When brokers vote proxies on some but not all
of the proposals at a meeting, the missing votes are referred to as "broker non-
votes." Broker non-votes are included in determining the presence of a quorum at
the meeting, but they are not considered "shares present" for voting purposes
and have no impact on the outcome of such proposals other than to reduce the
number of favorable votes necessary to approve the proposal. Brokers do not have
discretion to vote on Proposal 2; accordingly, there will be no broker non-votes
on this proposal.
COST OF SOLICITATION
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.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Only shareholders of record at the close of business on April 7, 1997 (the
"Record Date") will be entitled to vote at the 1996 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.
2
<PAGE>
The following table indicates the number of shares of Common Stock owned
beneficially as of April 7, 1997 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.
<TABLE>
<CAPTION>
The address of the individuals named is the address of the Company.
Amount and Nature of Percent
Title of Class Name of Beneficial Owner Beneficial Ownership(1) of Class
- -----------------------------------------------------------------------------------
<S> <C> <C> <C>
Common $.001 Par Anthony R. Lazzara 5,513,336 Indirect(1) 57(1)
Common $.001 Par Joseph J. Lazzara 818,322 Indirect(1) 9(1)
Common $.001 Par James A. Lazzara 897,872 Indirect(1) 9(1)
Common $.001 Par James A. Ashford 704,343 Indirect(1) 7(1)
Common $.001 Par All Officers and 7,933,873 Indirect(1) 84(1)
Directors as a Group 26,429 Direct(2) --(2)
</TABLE>
(1) Scientific Technology Incorporated, (the "Parent") was the stockholder of
record of 8,346,228 shares (87%) of the Company as of April 7, 1997. At April 7,
1997, the shareholders of the Parent were as follows: Anthony R. Lazzara-66%;
Joseph J. Lazzara-10%; James A. Lazzara-11%; James A. Ashford-8%; other members
of the Lazzara family-5%. 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.
(2) Includes shares subject to options held by Messrs. Frei, Ploshay and Faria.
DIRECTORS AND EXECUTIVE OFFICERS
DIRECTORS AND NOMINEES
At the Annual Meeting, six Directors are to be elected. Each elected
Director will serve until the 1998 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.
3
<PAGE>
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 66
Joseph J. Lazzara Director, September 1984 45
President, June 1989
Chief Executive Officer June 1993
and Treasurer September 1984
James A. Lazzara Director and Secretary September 1984 40
Senior Vice-President June 1989
James A. Ashford Director September 1988 45
Vice-President June 1989
Operations
Carl H. Frei Director September 1988 63
Bernard J. Ploshay Director September 1988 75
</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.
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.
4
<PAGE>
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, 1996 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 1996.
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
1996.
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 1996.
COMPENSATION OF DIRECTORS
Members of the Board who are not also officers or employees of the Company
are paid a fee of $750 per meeting for services as director. Directors receive
no additional compensation for committee participation or attendance at
committee meetings.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE
NOMINEES.
5
<PAGE>
EXECUTIVE OFFICERS OF THE COMPANY
<TABLE>
<CAPTION>
Term as Held
Name Position With Company Director Position Since Age
- ---------------------- ------------------------------------------ ---------- -------------- ---
<S> <C> <C> <C> <C>
Anthony R. Lazzara Chairman of the Board One Year September 1984 66
Joseph J. Lazzara Director, One Year September 1984 45
President, June 1989
Chief Executive Officer June 1993
and Treasurer September 1984
James A. Lazzara Director and Secretary One Year September 1984 40
Senior Vice-President June 1989
James A. Ashford Director One Year September 1988 45
Vice-President Operations June 1989
Carl H. Frei Director One Year September 1988 63
Bernard J. Ploshay Director One Year September 1988 75
Frank Webster Vice-President, Engineering March 1991 53
Richard O. Faria Vice-President, Finance and Administration March 1991 57
</TABLE>
Each officer named above is expected to be reappointed at the Board of
Directors Meeting to be held on May 22, 1997, following the Annual Meeting.
For the biographical summary of Anthony R. Lazzara , Joseph J. Lazzara,
James A. Lazzara and James A. Ashford, see "Election of Directors."
Frank Webster joined the Parent as Corporate Engineering Manager in 1985.
He has been the Parent's Vice President of Engineering since 1986. On March 22,
1991, he was elected an executive officer of the Company. He has a Bachelor of
Science degree in Engineering, and a Masters of Science in Computer Science,
both from the University of California at Los Angeles.
Richard O. Faria joined the Parent as Corporate Controller in April 1987.
He has been the Controller of the Parent since that time. He was elected an
executive officer of the Company on March 22, 1991. Prior to 1987, Mr. Faria was
Corporate Controller of Kevex Corporation, an analytical instrument
manufacturer, for seven years. He holds a Bachelor of Arts degree in Business
Administration from Golden Gate University.
6
<PAGE>
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 Compen- Stock Options/ LTIP
Principal Position Year Salary Company Parent sation Awards SAR Payouts
- ------------------ ---- ------- ------- ------- ------ ------ -------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Anthony R Lazzara 1996 $434,204 None $50,000 None None None None
Chairman 1995 $389,444 None $50,000 None None None None
1994 $288,340 None $45,000 None None None None
Joseph J. Lazzara 1996 $209,231 None $50,000 None None None None
President, CEO 1995 $186,735 None $50,000 None None None None
1994 $158,323 None $45,000 None None None None
James A. Lazzara 1996 $233,153 None $50,000 None None None None
Senior 1995 $202,310 None $50,000 None None None None
Vice-President 1994 $170,899 None $45,000 None None None None
James A. Ashford 1996 $257,895 None $50,000 None None None None
Vice-President 1995 $172,704 None $50,000 None None None None
1994 $153,215 None $45,000 None None None None
Frank Webster 1996 $127,661 None None None None None None
Vice-President 1995 $138,381 None None None None None None
1994 $108,810 None None None None None None
</TABLE>
The column entitled "All Other Compensation" was omitted because there was none
paid during the relevant periods.
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
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
None
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Anthony R. Lazzara, Chairman of the Board of Directors is a member of the
Compensation Committee.
7
<PAGE>
COMPENSATION COMMITTEE REPORT
During 1996, the Compensation Committee of the Board of Directors (the
"Committee") included Anthony R. Lazzara, Carl H. Frei and Bernard J. Ploshay.
The Committee is responsible for administering the Company's compensation and
employee benefit plans. In addition to setting policies regarding compensation
of all employees, the Committee reviews and approves compensation for the
executive officers. Decisions made by the Compensation Committee relating to
compensation of executive officers are reviewed by the full Board of Directors.
The company's executive compensation policies have been developed to meet
the following objectives:
1. Attract and retain executives critical to the Company's long-term
success
2. Reward key executives for their contributions to the development and
successful execution of strategies relevant to their functional
responsibilities: and
3. Motivate key executives to make decisions and take actions that achieve
the Company's strategic performance goals and increase the long-term value of
the Common Stock
Base salaries for all executives are reviewed annually. In evaluating
executive salaries, the Committee considers the American Electronics Association
Executive Compensation surveys of compensation paid at companies of similar size
and geographic location. The Committee also considers the officer's individual
performance during the prior year. Factors that affect an officer's performance
rating focus on the executive's success in contributing to the Company's short-
and long-term objectives. Short-term objectives include sales growth from new
and existing products and levels of gross profit and gross margin, operating
income and operating income margin, and net earnings and net earnings margin.
Long-term objectives include the timely development of new products,
enhancements and improvements to existing products, identification of new
markets for the Company's products, development and execution of plans to
address identified market opportunities, adequate control over and the
efficiencies of the Company's assets, and share price appreciation. The Company
does not set relative weights to the factors it considers in establishing base
salaries. In establishing the Chief Executive Officers compensation, the
Committee pursues the same objectives and policies that apply to the Company's
other executive officers.
COMPENSATION COMMITTEE
Anthony R. Lazzara
Carl H. Frei
Bernard J. Ploshay
8
<PAGE>
PERFORMANCE GRAPH
The following graph compares the cumulative total return to shareholders of
the Common Stock with the cumulative total return of the NASDAQ Stock Market
and the Index of NASDAQ Non-Financial Stocks for the period beginning on
December 31, 1991.
Compares 5-Year Cumulative Return
Among Scientific Technologies Inc.,
NASDAQ Non Financial Stocks Index and the NASDAQ Stock Market
<TABLE>
<CAPTION>
FISCAL YEAR ENDED DECEMBER 31,
---------------------------------------------------------
1991 1992 1993 1994 1995 1996
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Scientific Technology Inc. $100.00 $131.82 $436.36 $309.09 $836.36 $545.45
NASDAQ Stock Market $100.00 $116.38 $133.59 $130.59 $194.67 $227.16
NASDAQ Non Financial Stocks $100.00 $109.39 $126.30 $121.44 $169.24 $205.63
</TABLE>
Assumes $100 invested on December 31, 1991 in the Common Stock, the NASDAQ Stock
Market and the NASDAQ Non-Financial stocks, with all dividends reinvested. Stock
price performance shown above for the Common Stock is historical and not
necessarily indicative future price performance.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Scientific Technology Incorporated provides certain management, marketing
and sales services to the Company. The costs are allocated to the Company based
on the percentage of the Company's sales to total sales of the Parent and its
subsidiaries. The amount allocated to the Company for 1996 was $949,000.
The Company leases approximately 70,000 square feet in a 95,000 square foot
facility owned by the Parent. The lease term is for ten years. Overhead costs
are allocated primarily on the basis of square footage utilized.
Additionally, the Parent manages the Company's cash. The Company utilizes a
payable to Parent account to record activity including cash received, cash
disbursed and amounts owed to the Parent for allocated charges and dividends.
The net effect of transactions with the Parent resulted in a zero balance at
December 31, 1996. The Company pays interest on payables to Parent at the
Company's average interest rate on bank borrowings. Interest expense amounted to
$42,000 in 1996.
Certain of the Company's officers are employed by the Parent. In addition,
the Company employs certain officers directly.
9
<PAGE>
PROPOSAL FOR THE RATIFICATION OF APPOINTMENT OF AUDITORS
(PROPOSAL 2)
Unless instructed to the contrary, shares represented by a duly executed
proxy in the form accompanying this Proxy Statement will be voted for the
ratification of the appointment of Price Waterhouse LLP as auditors of the
Company for 1997. Price Waterhouse has audited the accounts of the Company since
1984. In the event this ratification of the appointment of Price Waterhouse LLP
is not approved by a majority of the votes cast, the selection of other auditors
will be considered and determined by the Board of Directors. The Board of
Directors has unanimously approved the appointment of Price Waterhouse LLP as
auditors of the Company and its subsidiaries.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE PROPOSAL
PROPOSALS OF SHAREHOLDERS
The Company's next Annual Meeting of Shareholders is Scheduled for May 21, 1998.
An eligible shareholder who desires to have a qualified proposal considered for
presentation at that annual meeting of shareholders and for inclusion in the
Company's Proxy Statement for that annual meeting must submit the proposal in
writing at its principal executive offices no later than December 19, 1997.
SOLICITATION OF PROXIES
The proxy accompanying this Proxy Statement is solicited by the Board of
Directors. Proxies may be solicited by directors, executive officers and regular
supervisory and executive employees of the Company, none of whom will receive
any additional compensation for their services. Such solicitations may be made
personally or by mail, telephone, telegraph, facsimile transmission or
messenger. The Company will reimburse persons holding shares of Common Stock in
their names or in the names of nominees, but not owning such shares
beneficially, such as brokerage houses, banks and other fiduciaries, for their
reasonable expenses in forwarding soliciting materials to their principals. All
costs of solicitation of proxies will be paid by the Company.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors does not
intend to present, and has not been informed that any other person intends to
present, any matters for action at the Annual Meeting other than those
specifically referred to in this Proxy Statement. If other matters properly come
before the Annual Meeting, the holders of the proxies will act in respect
thereto in accordance with their best judgment.
Copies of the Company's Annual Report to Shareholders for the fiscal year
ended December 31, 1996 are being mailed to shareholders, together with this
Proxy Statement, the Proxy and the Notice of Annual Meeting of Shareholders.
Additional copies may be obtained from the Secretary of the Company, 6550
Dumbarton Circle, Fremont, California 94555.
BY ORDER OF THE BOARD OF DIRECTORS
James A. Lazzara
Secretary
Fremont, California
April 22, 1997
10
<PAGE>
PROXY
ANNUAL MEETING OF SHAREHOLDERS - MAY 22, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
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 22, 1997 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:
The Board of Directors recommends a vote FOR each of the following:
1. Election of Directors
Nominees:
Anthony R. Lazzara Joseph J. Lazzara James A. Lazzara
James A. Ashford Carl H. Frei Bernard J. Ploshay
__ 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.
2. Ratification of the appointment of Price Waterhouse LLP as the independent
accountants of the Company for the current fiscal year ending December 31,
1997.
___ FOR ___ AGAINST ___ ABSTAIN
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.
(Continued and to be signed on the other side)
<PAGE>
(Continued from other side)
The undersigned acknowledges receipt with this proxy of a copy of the
Notice of Annual Meeting of Shareholders, Proxy Statement dated April 22, 1997,
and the Company's 1996 Annual Report. The undersigned hereby revokes any proxy
or proxies heretofore given.
Date:________________________, 1997
Signature of Shareholder(s)
___________________________________
___________________________________
___________________________________
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.
