<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for use of the
Commission Only (as permitted by
Rule 14a-6(a)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
</TABLE>
STRUCTURAL INSTRUMENTATION, 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), or 14a-6(i)(1), or 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:
--------------------------------------------------------------------
(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:
--------------------------------------------------------------------
<PAGE> 2
STRUCTURAL INSTRUMENTATION, INC.
December 8, 1995
Dear Shareholder:
You are cordially invited to attend the annual meeting of shareholders of
Structural Instrumentation, Inc. which will be held at the Westin Hotel/Seattle,
at 1900 Fifth Avenue, Seattle, Washington, on January 10, 1996, at 2:00 p.m. I
look forward to greeting as many of our shareholders as possible.
Details of the business to be conducted at the annual meeting are given in the
attached Notice of Annual Meeting and Proxy statement.
Whether or not you attend the annual meeting it is important that your shares be
represented and voted at the meeting. Therefore, I urge you to sign, date, and
promptly return the enclosed proxy.
On behalf of the Board of Directors, I would like to express our appreciation
for your continued interest in the affairs of the Company.
Sincerely,
Rick A. Beets
President & CEO
<PAGE> 3
STRUCTURAL INSTRUMENTATION, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
January 10, 1996
To the shareholders of STRUCTURAL INSTRUMENTATION, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Structural
Instrumentation, Inc. (the "Company"), a Delaware corporation, will be held on
Wednesday, January 10, 1996, at 2:00 p.m. local time, at the Westin
Hotel/Seattle, 1900 Fifth Avenue, Seattle, Washington for the following
purposes:
1. To elect a board of five directors.
2. To consider and act upon a proposal to amend the company's
name.
3. To transact such other business as may properly come before
the meeting or any adjournment thereof.
Shareholders of record at the close of business on December 6, 1995 will be
entitled to a vote at the annual meeting and at any adjournment thereof.
By Order of the Board of Directors
Rick A. Beets
President & CEO
Seattle, Washington
December 8, 1995
================================================================================
YOUR VOTE IS IMPORTANT
Whether or not you expect to attend in person, we urge you to sign, date, and
return the enclosed Proxy at your earliest convenience. This will ensure the
presence of a quorum at the meeting. PROMPTLY SIGNING, DATING, AND RETURNING
THE PROXY WILL SAVE THE COMPANY THE EXPENSE AND EXTRA WORK OF ADDITIONAL
SOLICITATION. Sending in your Proxy will not prevent you from voting your stock
at the meeting if you desire to do so, as your Proxy is revocable at your
option.
================================================================================
Page 1 of 7
<PAGE> 4
STRUCTURAL INSTRUMENTATION, INC.
4611 South 134th Place
Seattle, Washington 98168
(206) 244-6100
PROXY STATEMENT
SOLICITATION OF PROXIES
The Board of Directors of Structural Instrumentation, Inc. (the "Company"), is
soliciting the enclosed proxy for use at the Annual Meeting of Shareholders of
the Company to be held on Wednesday, January 10, 1996, at 2:00 p.m. local time,
at the Westin Hotel, Seattle, 1900 Fifth Avenue, Seattle, Washington. Whether or
not you plan to attend the meeting, you are requested to date, sign and return
the proxy to the Company as promptly as possible. The shares represented by
proxies will be voted in accordance with the Board of Directors' recommendations
unless the proxy indicates otherwise. Any shareholders giving a proxy may revoke
it at any time prior to its use by filing with the Secretary of the Company a
written revocation of a proxy bearing a later date, or by voting in person at
the meeting. The costs of the solicitation will be paid by the Company. In
addition to the solicitation of proxies by the use of the mail, directors,
officers and employees of the company may solicit proxies personally, or by
other appropriate means. The Company may also request banks, brokerage houses,
and other custodians, nominees or fiduciaries holding stock in their names for
others, to send proxy materials and to obtain proxies from their principals, and
the Company will reimburse them for their expenses in doing so.
The approximate date on which this proxy statement and the form of proxy is
first being sent or given to the shareholders is December 8, 1995.
The Company's annual Report for the fiscal year ended July 31, 1995 (the "Annual
Report"), is being mailed concurrently with this proxy statement. Brokerage
houses, custodians, nominees, and others may obtain additional copies of the
annual Report of this proxy statement by request to the Company.
VOTING RIGHTS
As of December 6, 1995, there were 2,347,240 shares of the Company's common
stock outstanding. The Company has only one class of equity security
outstanding. Each share is entitled to one vote. The Board of Directors has set
the close of business on December 6, 1995, as the record date for determining
those shareholders entitled to vote at the Annual Meeting.
Each share of the Company's Common Stock outstanding on the record date is
entitled to one vote per share at the 1995 annual meeting of stockholders. Under
Delaware law and the Company's certificate of incorporation, if a quorum is
present at the meeting, the five (5) nominees for election as directors who
receive the greatest number of votes cast for the election of directors at the
meeting by the shares present in person or represented by proxy at the meeting
and entitled to vote shall be elected directors. In the election of directors,
any action other than a vote for a nominee will have the practical effect of
voting against the nominee. Abstention from voting will have the practical
effect of voting against any other matter submitted to a vote at the meeting
since it is one less vote for approval. Broker nonvotes on one or more matters
will have no impact on such matters since they are not considered "shares
present" for voting purposes.
Page 2 of 7
<PAGE> 5
PRINCIPAL HOLDERS OF VOTING SECURITIES
As of the close of business on December 6, 1995, there were 2,347,240 shares of
common stock of the Company outstanding. The following table sets forth certain
information regarding the Company's common stock beneficially owned on December
6, 1995 by (i) each person who is known by the Company to own beneficially more
than 5% of the Company's common stock, (ii) each Director, (iii) the Chief
Executive Officer, and (iv) all Directors and Executive Officers as a group:
<TABLE>
<CAPTION>
Number of Shares of Percent of
Name and Address of Beneficial Owner Common Stock Beneficial
Beneficially Owned(1) Ownership
<S> <C> <C>
RALPH E. CRUMP 429,124(2)(3) 18.3%
Chairman of the Board, Treasurer, Director
28 Twisted Oak Circle
Trumbull, CT 06611
EDWARD A. ALKIRE 301,070(2)(4) 12.8%
Secretary, Director
4316 48th NE
Seattle, WA 98105
S. SCOTT CRUMP(5) 223,624(2)(6) 9.5%
Director
14950 Martin Drive
Eden Prarie, MN 53344
RICK A. BEETS 240,000(7) 10.5%
President, CEO & CFO
26135 SE 36th Court
Issaquah, WA 98027
HEINZ ZWEIPFENNIG 103,000(2) 4.4%
Director
4600 Via Dolce #216
Marina Del Rey, CA 90292
D. DEAN SPATZ 94,500(2)(8) 4.0%
Director
5951 Clearwater Drive
Minnetonka, MN 55343
ALL DIRECTORS AND OFFICERS AS A GROUP (6 PERSONS) 1,391,318(2)(3)(4)(6)(7)(8) 57.9%
</TABLE>
(1) Information with respect to beneficial ownership is based upon the
Company's stock records and data supplied to the Company by the holders.
Subject to applicable community property and similar statutes, and except
as otherwise indicated, the persons listed as beneficial owners of the
shares have sole voting and investment power with respect to such shares.
(2) Includes 3,000 shares subject to currently exercisable options.
(3) Includes 213,062 shares held of record by Mr. Crump's wife, Marjorie L.
Crump. Mr. Crump has shared voting and investment power with respect to
such shares.
(4) Includes 2,000 shares held of record by Mr. Alkire's children for whom he
acts as custodian.
(5) S. Scott Crump is the son of Ralph E. Crump.
(6) Includes 109,562 shares held of record by Mr. Crump's wife, Lisa Crump.
Mr. Crump has shared voting and investment power with respect to such
shares.
(7) Includes 40,000 shares subject to currently exercisable options. Includes
20,000 shares of record held by Mr. Beets' wife, Mara J. Beets. Mr. Beets
has shared voting and investment power with respect to such shares. Also
includes 60,000 shares held of record by Mr. Beets' children for whom he
acts as custodian. Does not include 60,000 unvested option shares granted
in 1994.
(8) Includes 750 shares held of record by Mr. Spatz's wife, Ruth Carol Spatz.
Mr. Spatz has shared voting and investment power with respect to such
shares.
Page 3 of 7
<PAGE> 6
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
The Directors and Executive Officers of the Company are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
<S> <C> <C>
Rick A. Beets 42 President, CEO, CFO
Ralph E. Crump 72 Chairman of the Board,
Treasurer, Director
Edward A. Alkire 42 Secretary, Director
S. Scott Crump 42 Director
D. Dean Spatz 51 Director
Heinz Zweipfennig 64 Director
</TABLE>
PROPOSAL 1 --- ELECTION OF DIRECTORS
At the Annual Meeting five directors, constituting the entire Board of
Directors, are to be elected to hold office until the next Annual Meeting and
until their successors are duly elected and qualified. Messrs. R. Crump, E.
Alkire, S. Crump, D. Spatz and H. Zweipfennig are the current directors of the
company and have been nominated to continue as directors. Unless otherwise
directed, the proxy holders will vote all proxies with a view toward the
election of these nominees. If, due to circumstances not at present foreseen,
any of such nominees shall not be available for election, the proxy will be
voted for such other person or persons as the Board of Directors may recommend.
CERTAIN INFORMATION CONCERNING EXECUTIVE OFFICERS AND NOMINEES FOR DIRECTORS
Edward A. Alkire - Director since 1990, Chief Operating and Financial Officer
from 1989 to 1993. Mr. Alkire is currently a partner of Holman & Associates.
Prior to joining Structural Instrumentation, Inc. in 1989, Mr. Alkire was a
Senior Manager at Touche Ross & Co., a certified public accounting firm, where
he provided business and tax consulting services to closely-held and emerging
businesses. Mr. Alkire is a Certified Public Accountant and is a graduate of
Evergreen State College.
Rick A. Beets - Chief Executive Officer since August 1993, President and Chief
Financial Officer since December 1993. Prior to joining SI, Mr. Beets served as
a Division Manager for the Machinery and Equipment Group of Chicago-based FMC
Corporation from 1988-1993. Prior to FMC (from 1977-1988), he worked with Colt
Industries, Inc., in a number of increasingly responsible positions with the
Fairbanks Morse Pump Division and the company's France Compressor Products
Division. Mr. Beets holds a BS degree in Industrial Management and a MA degree
in Business Administration.
Ralph E. Crump - Director since 1981, Treasurer since 1983, and Chairman of the
Board since November 1988. Mr. Crump is a director and a co-founder of Osmonics,
Inc. (NYSE - OSM), ex-chairman of Med-Chem Products, Inc., (AMEX), and Ivy
Medical, Inc. (formerly NASDAQ - OTC). He is also a director and co-founder of
Imtec, Inc. (NASDAQ - OTC) and two other manufacturing companies. Prior to
November 1986, Mr. Crump was Chairman, President, and Director of Frigitronics,
Inc., a manufacturer of eye care products, which he co-founded in 1962.
Frigitronics' common stock was listed on the New York Stock Exchange until its
acquisition by Revlon in November, 1986.
Page 4 of 7
<PAGE> 7
S. Scott Crump - Director since 1981. Mr. Crump joined the Company as its Vice
President-Marketing and was an Executive Vice President until June 1988. He
currently is the President of Stratasys Inc., (NASDAQ - SSYS), a manufacturer of
equipment for the product design industry using prototyping technology. From
1988-1989 he was Chief Operating Officer of Ivy Medical, Inc., (formerly NASDAQ
- - OTC) a manufacturer of equipment for the health care industry. He holds a BS
in Mechanical Engineering and is a licensed engineer.
D. Dean Spatz - Director since 1983. Mr. Spatz is the Chairman and President of
Osmonics, Inc. (NYSE - OSM), which designs, develops, manufactures and markets
membrane systems for use in water purification and waste treatment equipment.
Heinz Zweipfennig - Director since 1979. Mr. Zweipfennig is the owner of Heinz
Zweipfennig Management Consultants. He is a director of Software Management
Services. From 1979 to 1984, Mr. Zweipfennig served as the Director of
Operations for Scientific Data Systems, Inc., a Los Angeles, California based
computer manufacturer. From 1976 to 1979, Mr. Zweipfennig was a plant manager
for Perkin-Elmer, Inc.
COMMITTEES AND COMPENSATION OF THE BOARD OF DIRECTORS
During the last fiscal year of the Company, the Board of Directors had four
meetings. Except for an audit committee and the committee for the administration
of the 1994 Stock Option Plan, the Board of Directors has no compensation,
nominating or other committee to carry out all or part of its management
functions. The members of the audit committee are Messrs. Ralph E. Crump, D.
Dean Spatz, and Heinz Zweipfennig.
During fiscal year 1995, each director attended at least 75 percent of the
aggregate number of meetings of the Board of Directors and the committees on
which each Director serves. During fiscal year 1995 one meeting was held by the
Audit Committee. Members of the Board do not receive cash compensation for their
service on the Company's Board of Directors or any committee thereof but are
reimbursed for business expenses incurred in attending meetings.
On October 27, 1995 each member of the Board of Directors was granted a
non-qualified stock option under the Company's 1994 Stock Option Plan to
purchase 15,000 shares of the Company's common stock, at an exercise price of
$4.50, (the fair market value of the common stock on the date of grant). The
options vest at the rate of 3,000 shares per year beginning on the grant date,
with all shares being fully vested on October 27, 1999. Unvested options expire
upon termination of a Board member's term on the Board of Directors. Vested
options remain exercisable until October 27, 2004 or 90 days after an option
holder ceases to be a member of the Board of Directors.
PROPOSAL 2 -- CHANGE COMPANY NAME TO SI TECHNOLOGIES, INC.
The Board of Directors of the Company has approved an amendment to the Company's
Certificate of Incorporation to change the name of the Company from Structural
Instrumentation, Inc. to SI Technologies, Inc. The purpose of changing the
Company name to SI Technologies is to adopt a corporate identity that better
communicates the growing diversity of the Company's business. The addition of
the Advanced Recording Instruments (ARI) product line in October of 1995,
increases the Company's range of products to include computer-based management
information systems and specialized computer technology. Continued diversity
of products is an integral part of the Company's plan for future growth. The
Board of Directors believes the name SI Technologies, Inc. better represents
the Company and its future.
Page 5 of 7
<PAGE> 8
EXECUTIVE COMPENSATION
The following table sets forth information with respect to compensation paid or
accrued during the years ended July 31, 1995 and 1994 for the CEO. No other
officer of the company received compensation exceeding $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
------------------- ----------------------
Awards
------
Options
Name & Principal Position Fiscal Year Annual Salary Bonus (Shares)
- ------------------------- ----------- ------------- ----- --------
<S> <C> <C> <C>
Rick A. Beets (1) 1995 $120,000 $70,000 --
President, CEO & CFO 1994 $120,000 $40,000 100,000(2)
</TABLE>
(1) Effective August 2, 1993 Mr. Beets joined SI as Chief Executive Officer.
In December 1993 he became President and Chief Financial Officer.
(2) Consists of option to acquire 100,000 shares at exercise price of $1.562
(fair market value on date of grant) issued under Company's 1984-1985
Stock Option Plan on April 14, 1994.
The following table shows information concerning the number and value of
unexercised options held by Mr. Beets at the end of fiscal 1995. No stock option
grants were made to Mr. Beets in fiscal year 1995.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES(1)
<TABLE>
<CAPTION>
Number of Securities Underlying Value Unexercised of in-the-
Unexercised Options at FY-End money Options at FY-End
Name Exercisable/Unexercisable(1) Exercisable/Unexercisable
- ---- ------------------------------- ----------------------------
<S> <C> <C>
Rick A. Beets 40,000/60,000 $102,520/$153,720(2)
President, CEO & CFO
</TABLE>
(1) No options were exercised by Mr. Beets during fiscal 1995.
(2) The values shown equal the difference between the exercise price of
unexercised in-the-money options and the closing price of the underlying
common stock at July 31, 1995. Options are in-the-money if the fair market
value of the Common Stock exceeds the exercise price of the options.
DESCRIPTION OF THE COMPANY'S STOCK OPTION PLANS
The Company has options outstanding under two Stock Option Plans, the amended
and restated 1984-85 Stock Option Plan and the 1994 Stock Option Plan (the "1994
Plan"). The 1984-1985 Plan has expired and no further options may be granted
under that plan. The 1994 Plan provides for the grant of statutory stock options
and non-qualified stock options to purchase an aggregate of 300,000 shares of
common stock. The Plan is administered by two or more members of the board of
directors. Statutory options may not be granted at an exercise price less than
fair market value of the common stock on the date of grant. Unless otherwise
specified, the options granted under the 1994 Plan expire up to ten years from
the date of grant. Generally, if an optionee ceases to be an employee or
director for any reason other than death or disability, the option expires 90
days after the date of termination.
EMPLOYMENT AGREEMENT - EXECUTIVE OFFICER
Pursuant to the terms of an employment agreement entered into between the
Company and Rick A. Beets in connection with the commencement of his employment
on August 2, 1993, Mr. Beets was provided with an annual salary of $120,000. In
addition, the Company agreed to provide one (1) year of severance pay, including
benefits, if Mr. Beets is involuntarily terminated within the first two (2)
years of service. Mr. Beets was granted an option to purchase 100,000 shares of
common stock at an exercise price of $1.562 per share (fair market value at date
of grant). These options were granted pursuant to the amended and restated
1984-85 Stock Option Plan.
Page 6 of 7
<PAGE> 9
COMPLIANCE WITH SECTION 16
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors, executive officers and persons who own more than ten percent (10%) of
a registered class of the Company's equity securities to file with the
Securities and Exchange Commission initial reports of ownership and reports of
changes in ownership of common stock and other equity securities of the Company.
Officers, directors, and greater than ten percent (10%) shareholders are
required by SEC regulation to furnish the Company with copies of all section
16(a) reports.
To the Company's knowledge, based solely on review of such reports furnished to
the Company, during the fiscal year ended July 31, 1995, all Section 16(a)
filing requirements applicable to its officers and directors were filed on a
timely basis.
SHAREHOLDER PROPOSAL
Proposals of shareholders to be presented at the 1996 Annual Meeting of
Shareholders must be received by the Company at its principal executive offices,
no later than August 10, 1996, in order to be included in the proxy statement
and form of proxy relating to that meeting.
FORM 10-KSB
A copy of the Company's annual report on Form 10-KSB, as filed with the
Securities and Exchange Commission, will be furnished without charge to any
shareholder upon written request to the President of Structural Instrumentation,
Inc., 4611 South 134th Place, Seattle, Washington, 98168, Attn: Rick A. Beets,
President & CEO.
OTHER BUSINESS
The Board of Directors knows of no business that will be presented for
consideration at the annual meeting other than as stated in the Notice of Annual
Meeting. If, however, other matters are properly brought before the meeting,
shares represented by proxies will be voted in accordance with the best judgment
of the proxy holders or their substitutes.
Page 7 of 7
<PAGE> 10
STRUCTURAL THIS PROXY IS SOLICITED ON BEHALF OF
INSTRUMENTATION, INC. THE BOARD of Directors for the Annual
Meeting of Shareholders to be held on
January 10, 1996. The undersigned
hereby constitutes and appoints Rick
A. Beets and Ralph E. Crump and each
of them, with full power of
substitution, attorneys and proxies
of the undersigned, to represent the
undersigned and vote as if personally
present at the Annual Meeting of
Shareholders to be held at the Westin
Hotel 1900 Fifth Avenue, Seattle,
Washington at 2:00 p.m. local time
and at any adjournment thereof, in
the following manner:
1. ELECTION OF DIRECTORS: MANAGEMENT NOMINATES THE FOLLOWING DIRECTORS
Edward A. Alkire Ralph E. Crump
S. Scott Crump Heinz Zweipfennig
D. Dean Spatz
/ / FOR all nominees listed above (except as marked contrary
below)
/ / WITHHOLD AUTHORITY to vote for all nominees listed above
/ / ABSTAIN
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
_____________________ _____________________ _____________________
2. APPROVAL OF THE PROPOSED AMENDMENT TO THE COMPANY'S CERTIFICATE OF
INCORPORATION TO CHANGE THE NAME TO SI TECHNOLOGIES, INC.
/ / FOR
/ / AGAINST
/ / ABSTAIN
3. IN ACCORDANCE WITH THEIR BEST JUDGMENT with respect to any other matters
which may properly come before this meeting.
When this proxy is properly executed and returned, shares it represents will be
voted at the meeting in accordance with the choices specified above. IF NO
CHOICES ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE NOMINEES AND PROPOSALS
SET FORTH HEREIN AND IN ACCORDANCE WITH THE BEST JUDGMENT OF THE DESIGNATED
INDIVIDUALS WITH RESPECT TO ANY OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE
MEETING.
Please date and sign exactly as your name or names appear below. If more than
one owner, all should sign. When signing as attorney executor, administrator,
trustee or guardian, give your full name and title as such. If the signatory is
a corporation or partnership, sign the full corporate or partnership name by a
duly authorized officer or partner.
DATED:_________________________________________
Signature:________________________________________
Signature:________________________________________
PLEASE COMPLETE, SIGN AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
