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 [ ] Soliciting Material Pursuant to
sec.240.14a-11(c) or sec.240.14a-12
[X] Definitive Proxy Statement [ ] Confidential, for Use of the
Commission Only
[ ] Definitive Additional Materials (as permitted by Rule 14a-6(e)(2))
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)(1) 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:
[ ] 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:
SCIENTIFIC TECHNOLOGIES INCORPORATED
6550 Dumbarton Circle
Fremont, California 94555
(510) 608-3400
________________________________________
Notice of Annual Meeting of Shareholders
To Be Held May 27, 1999
________________________________________
To the shareholders of SCIENTIFIC TECHNOLOGIES INCORPORATED:
The Annual Meeting of Shareholders of SCIENTIFIC TECHNOLOGIES
INCORPORATED, an Oregon Corporation (the "Company"), will be held at the
offices of the Company, 6550 Dumbarton Circle, Fremont, California, on
Thursday, May 27, 1999 at 4:00 p.m., local time, 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.
The foregoing items of business are more fully described in the
Proxy Statement accompanying this Notice. Each of these items will be
discussed at the Annual Meeting with adequate time allocated for
shareholder questions.
The Board of Directors has fixed the close of business on April 5,
1999 as the record date for the determination of shareholders entitled
to notice of, and to vote at, the meeting and any postponement or
adjournment thereof. A copy of the Company's Annual Report to
Shareholders, which includes audited financial statements was mailed
with this Notice and Proxy Statement on or about April 26, 1999 to all
shareholders of record on the record date.
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. Any shareholder attending the
meeting may vote in person even if such shareholder has previously
returned a proxy.
James A. Lazzara
Secretary
April 21, 1999
SCIENTIFIC TECHNOLOGIES INCORPORATED
6550 Dumbarton Circle
Fremont, California 94555
(510) 608-3400
_______________
PROXY STATEMENT
_______________
Annual Meeting of Shareholders
May 27, 1999
____________
General
The accompanying proxy is solicited by and on behalf of the Board
of Directors of Scientific Technologies Incorporated, an Oregon
corporation (the "Company"), to be used at the Company's Annual Meeting
of Shareholders (the "Annual Meeting") to be held at the offices of the
Company, 6550 Dumbarton Circle, Fremont, California, on Thursday, May
27, 1999, at 4:00 p.m., local time, and at any adjournment thereof. This
proxy statement and the accompanying proxy and annual report are being
first mailed to holders of the common stock of Scientific Technologies
Incorporated (the "Common Stock") on or about April 26, 1999.
Record Date and Outstanding Shares
Only holders of record of shares of the Common Stock at the close
of business on April 5, 1999 (the "Record Date") will be entitled to
notice of, and to vote at, the Annual Meeting. As of the Record Date,
9,671,432 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.
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
recommendations of the Board of Directors. The Company is not aware, as
of the date hereof, 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 the Record Date will be
entitled to one vote at the Annual Meeting. Under applicable law and in
accordance with 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; (ii) the
proposal to ratify the selection of Price Waterhouse LLP as independent
accountants 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 be counted
neither in favor nor against the nominees. In addition, abstentions
will have no effect on the other proposals presented for shareholder
approval as they will neither count as votes for nor 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
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.
If the enclosed proxy is properly executed and returned to the Company
in time to be voted at the Annual Meeting, it will be voted as specified on the
proxy, unless it is properly revoked prior thereto.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Only shareholders of record at the close of business on the Record
Date will be entitled to vote at the 1999 Annual Meeting. On that date,
there were 9,671,432 shares of Common Stock outstanding and entitled to
vote. Each shareholder is entitled to one vote for each share of Common
Stock entitled to vote at the meeting, including for the election of
Directors.
The following table indicates the number of shares of Common Stock
beneficially owned as of April 5, 1999 by each person known to the
Company to own more than 5% of the Company's outstanding Common Stock,
by each of the Named Executive Officers (as defined below) and by all
officers and directors as a group.
The address of each individual named is the address of the
Company.
<TABLE>
<CAPTION>
Amount and Nature
Of Beneficial Percent
Title of Class Name of Beneficial Owner Ownership of Class
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common $.001 Par Value Anthony R. Lazzara 5,167,545 Indirect (1) 53 (1)
Common $.001 Par Value Joseph J. Lazzara 911,039 Indirect (1) 10 (1)
Common $.001 Par Value James A. Lazzara 923,792 Indirect (1) 10 (1)
Common $.001 Par Value James A. Ashford 797,036 Indirect (1) 8 (1)
Common $.001 Par Value All Officers and 7,799,142 Indirect (1) 80 (1)
Directors as a Group 58,097 Indirect (2) - (2)
</TABLE>
(1)Scientific Technology Incorporated (the "Parent") was the shareholder
of record of 8,348,075 shares of the Company (86%) as of the Record
Date. As of such date, the shareholders of the Parent were as follows:
Anthony R. Lazzara (62%); Joseph J. Lazzara (11%); James A. Lazzara
(11%); James A Ashford (10%); and other members of the Lazzara family
(6%). 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 respective names.
(2)Includes shares issuable pursuant to options held by Messrs. Stroup,
Vella, Webster, Frei, Ploshay and Faria.
ELECTION OF DIRECTORS
(Proposal No. 1)
Directors and Nominees
Six Directors are to be elected at the Annual Meeting. Each
elected director will serve until the 1999 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, votes 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.
Nominees
The names of the nominees, and certain information about them, are set
forth below:
<TABLE>
<CAPTION>
Held Position
Name Position With Company Since Age
- ------------------------------------------------------------------------------------
<S> <C> <C> <C>
Anthony R. Lazzara Chairman of the Board September 1984 68
Joseph J. Lazzara Director September 1984 47
President June 1989
Chief Executive Officer June 1993
and Treeasurer September 1984
James A. Lazzara Director and Secretary September 1984 42
Senior Vice-President June 1989
James A. Ashford Director September 1988 47
Vice-President, Operations June 1989
Carl H. Frei Director September 1988 65
Bernard J. Ploshay Director September 1988 77
</TABLE>
Business Experience of Directors
Anthony R. Lazzara has been Chairman of the Board of Directors 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 L.L.B. and an honorary Juris Doctorate from DePaul
University.
Joseph J. Lazzara has been the Company's Chief Executive Officer
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 Company in
Process and Engineering Management. Mr. Lazzara received a Bachelor of
Science 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 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 of the Company
since March 1986. From 1980 to March 1986, Mr. Ashford was employed by
Smith-Kline Beckman, a medical instrumentation manufacturer, most
recently as Marketing Administration Manager and, prior to that, as
Materials Manager. He holds a Bachelor of Science from San Diego State
University. Mr. Ashford 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., a manufacturer of packaging products, as Regional General Manager,
after which time he retired. He is presently employed as a sales
executive by Greif Bros. Corporation., a manufacturer of packaging
products.
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 its Vice President of
Manufacturing.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
During the fiscal year ended December 31, 1998, 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 its findings
regarding any potential conflict of interests of the Company and related
parties; to review the independent audits of the financial condition of
the Company for the purpose of recommending, if necessary, changes in
accounting procedures and practices; to conduct appropriate reviews and
audits as ordered or directed by the Board of Directors; and to perform
such other activities as are designated by the Board. The Audit
Committee held one meeting in 1998.
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 by the Board of Directors. The
Compensation Committee held one meeting in 1998.
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 Company's Restated
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 other than in the usual and regular course of
its business; recommending to the shareholders a voluntary dissolution
of the corporation or a revocation thereof; amending the Company's
Restated By-laws; or taking any other action prohibited by the Oregon
Business Corporation Act. The Executive Committee held one meeting in
1998.
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.
EXECUTIVE OFFICERS, DIRECTORS AND KEY PERSONNEL 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 68
Joseph J. Lazzara Director One Year September 1984 47
President June 1989
Chief Executive Officer June 1993
and Treeasurer September 1984
James A. Lazzara Director and Secretary One Year September 1984 42
Senior Vice-President June 1989
James A. Ashford Director One Year September 1988 47
Vice-President, Operations June 1989
Carl H. Frei Director One Year September 1988 65
Bernard J. Ploshay Director One Year September 1988 77
Frank Webster Vice President, Engineering March 1991 55
Richard O. Faria Vice President, Finance and March 1991 59
Administration
John S. Stroup Vice President, Marketing January 1998 32
James M. Vella Controller and March 1991 42
Assistant Secretary May 1997
</TABLE>
Each officer named above is expected to be reappointed at the
Board of Directors Meeting to be held on May 27, 1999 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 - Business Experience of Directors".
Frank Webster joined the Parent as Corporate Engineering Manager
in 1985. He has been the Parent's Vice President, Engineering since
1986. On March 22, 1991, he was elected Vice President, Engineering of
the Company. He has a Bachelor of Science in Engineering, and a Masters
of Science in Computer Science, 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 Vice President and Controller of the Company on March 22,
1991, and was appointed Vice President, Finance and Administration in
March 1996. Prior to 1987, Mr. Faria was Corporate Controller of Kevex
Corporation, an analytical instrument manufacturer, for seven years. He
holds a Bachelor of Arts in Business Administration from Golden Gate
University.
John S. Stroup was appointed Vice President, Marketing in January
1998. From 1996 to 1998 he was Vice President and General Manager of the
Rockwell Automation Motion Control Business. Prior to joining Rockwell,
he held various positions at Parker Hannifin Compumotor division,
including Marketing Manager, Product Planning Manager and Field
Application Engineer from 1988 to 1996. He holds a Bachelor of Science
in Mechanical Engineering from Northwestern University and a Masters of
Business Administration in Finance and Marketing from the University of
California at Berkeley.
James M. Vella joined the Company as Accounting Manager of the
Optical Sensor Division in June 1986. In June 1987, he was appointed
Controller of that division. He was appointed Controller of the Company
in March 1996. In May of 1997, he was elected Assistant Secretary. Prior
to 1986, Mr. Vella held several positions with Smith-Kline Beckman, a
medical instrumentation manufacturer. He holds a Bachelor of Science in
Business Administration from California Polytechnic University in San
Luis Obispo.
COMPENSATION OF EXECUTIVE OFFICERS
The following Summary Compensation Table sets forth compensation
paid by the Company for services rendered during the fiscal years 1998,
1997 and 1996 by the Chief Executive Officer and four other most highly
compensated executive officers of the Company, whose aggregate salary
and bonus exceeded $100,000 in 1998 (the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation
-------------------
Salary Bonus
Name and Paid by Paid by
Principal Position Year Company Parent
- ---------------------------------------------------------
<S> <C> <C> <C>
Anthony R. Lazzara 1998 $565,152 None
Chairman 1997 $412,670 None
1996 $434,204 $50,000
Joseph J. Lazzara 1998 $254,918 None
President, CEO 1997 $218,791 None
1996 $209,231 $50,000
James A. Lazzara 1998 $265,146 None
Vice-President 1997 $206,343 None
1996 $233,153 $50,000
James A. Ashford 1998 $294,098 None
Vice-President 1997 $231,996 None
1996 $257,895 $50,000
Frank Webster 1998 $170,247 None
Vice-President 1997 $174,818 None
1996 $127,661 None
</TABLE>
The columns entitled "Bonus Paid by Company", "Other Annual
Compensation", the caption "Long-Term Compensation", and the columns
entitled "Restricted Stock Awards", "Securities Underlying
Options/SARs", "LTIP Payouts" and "All Other Compensation" were omitted
because no such compensation was paid or awarded 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, the Company's Chairman of the Board of
Directors, is a member of the Compensation Committee.
COMPENSATION COMMITTEE REPORT
During 1998, 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 relevant American
Electronics Association Executive Compensation surveys of compensation
paid at companies of similar size and geographic location to the
Company. The Committee also considers an executive's individual
performance during the prior year. Factors that affect an executive'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 Officer's 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
PERFORMANCE GRAPH
The following graph compares the cumulative total return to
shareholders of the Common Stock with the cumulative total return of
the NASDAQ National Market and the Index of NASDAQ Non-Financial Stocks
for the period beginning on December 31, 1993 and ending on December 31,
1998.
Compares 5-Year Cumulative Return
Among Scientific Technologies Inc.,
NASDAQ Non Financial Stocks Index and the NASDAQ National Market
PERFORMANCE GRAPH
<TABLE>
<CAPTION>
1993 1994 1995 1996 1997 1998
- ------------------------------------------ --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Scientific Technologies Inc. $100.00 $71.43 $190.97 $125.78 $160.84 $80.95
NASDAQ National Market $100.00 $97.75 $138.26 $170.02 $208.58 $293.21
NASDAQ Non_Financial Stocks $100.00 $96.16 $134.03 $162.84 $191.05 $279.82
</TABLE>
Assumes $100 invested on December 31, 1993 in the Common Stock,
the NASDAQ National 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 of future price
performance.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Scientific Technology Incorporated (the "Parent") 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 1998 was $908,000.
The Company leases approximately 85,000 square feet in a 95,000
square foot facility owned by an affiliate of 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 or receivable from 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,
1998. The Company pays interest on payables to Parent at the Company's
average interest rate on bank borrowings. Interest expense amounted to
$20,000 in 1998.
Certain of the Company's officers are employed by the Parent. In
addition, the Company employs certain officers directly.
PROPOSAL FOR THE RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
(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
independent accountants of the Company for 1999. 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 independent accountants of the Company and its subsidiaries.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE PROPOSAL
The Company's next Annual Meeting of shareholders is Scheduled for May
25, 2000. 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, 1999.
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, 1998 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 21, 1999
PROXY
Annual Meeting of Shareholders - May 27, 1999
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 27, 1999 at 4:00 p.m., local
time, or at any adjournment(s) thereof, with all the power the undersigned
would possess if personally present, with respect to the following:
(Continued and to be signed on the other side)
(Continued from other side)
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, 1999.
___ FOR ___ AGAINST ___ ABSTAIN
5. In their discretion the Proxies are authorized to vote on such
other business as may properly come before the meeting.
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.
The undersigned acknowledges receipt with this proxy of a copy of
the Notice of Annual Meeting of shareholders, Proxy Statement dated
April 21, 1999, and the Company's 199 Annual Report. The undersigned
hereby revokes any proxy or proxies heretofore given.
Date:________________________, 1999
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.
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