<PAGE> 1
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
SI TECHNOLOGIES, INC.
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(Name of Registrant as Specified in its Charter)
BOWNE NORTHWEST
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(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:
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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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(4) Date Filed:
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<PAGE> 2
SI TECHNOLOGIES, INC.
December 11, 1996
Dear Shareholder:
You are cordially invited to attend the annual meeting of shareholders of SI
Technologies, Inc. which will be held at the Mayflower Park Hotel/Seattle, at
Fourth and Olive Way, Seattle, Washington, on January 8, 1997, 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
SI TECHNOLOGIES, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
January 8, 1997
To the shareholders of SI TECHNOLOGIES, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of SI
Technologies, Inc. (the "Company"), a Delaware corporation, will be held on
Wednesday, January 8, 1997, at 2:00 p.m. local time, at the Mayflower Park
Hotel/Seattle, Fourth and Olive Way, Seattle, Washington for the following
purposes:
1. To elect a board of five directors.
2. 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 9, 1996 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 11, 1996
================================================================================
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
[SI TECHNOLOGIES LETTERHEAD]
PROXY STATEMENT
SOLICITATION OF PROXIES
The Board of Directors of SI Technologies, 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 8, 1997, at 2:00 p.m. local time, at the
Mayflower Park Hotel, Seattle, Fourth and Olive Way, 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 11, 1996.
The Company's annual Report for the fiscal year ended July 31, 1996 (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 9, 1996, 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 9, 1996, 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 1996 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.
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<PAGE> 5
PRINCIPAL HOLDERS OF VOTING SECURITIES
As of the close of business on December 9, 1996, 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
9, 1996 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 Beneficial
Name and Address of Beneficial Owner Common Stock Ownership
Beneficially Owned(1)
<S> <C> <C>
RALPH E. CRUMP 426,124(2)(3) 17.5%
Chairman of the Board, Treasurer, Director
28 Twisted Oak Circle
Trumbull, CT 06611
EDWARD A. ALKIRE 304,000(2)(4) 12.5%
Secretary, Director
4316 48th NE
Seattle, WA 98105
RICK A. BEETS 260,000(7) 10.7%
President, CEO & CFO
26135 SE 36th Court
Issaquah, WA 98027
S. SCOTT CRUMP(5) 226,624(2)(6) 9.3%
Director
14950 Martin Drive
Eden Prairie, MN 55344
HEINZ ZWEIPFENNIG 106,000(2) 4.3%
Director
4600 Via Dolce #216
Marina Del Rey, CA 90292
D. DEAN SPATZ 97,500(2)(8) 4.0%
Director
5951 Clearwater Drive
Minnetonka, MN 55343
ALL DIRECTORS AND OFFICERS AS A GROUP (6 PERSONS) 1,420,318(2)(3)(4)(6)(7)(8) 58.3%
</TABLE>
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(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 6,000 shares subject to currently exercisable options.
(3) Includes 210,062 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 60,000 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 40,000 shares held of record by Mr. Beets' children for whom he
acts as custodian. Does not include 40,000 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.
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<PAGE> 6
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
The Directors and Executive Officers of the Company are as follows:
NAME AGE POSITION
Rick A. Beets 43 President, CEO, CFO
Ralph E. Crump 73 Chairman of the Board,
Treasurer, Director
Edward A. Alkire 43 Secretary, Director
S. Scott Crump 43 Director
D. Dean Spatz 52 Director
Heinz Zweipfennig 65 Director
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 employed at Holman & Associates,
Inc., P.S., a certified public accounting firm. Prior to joining SI
Technologies, 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 President of Crump Industrial Group, an
investment firm located in Trumbull, Connecticut. Mr. Crump is also a co-founder
and director of Osmonics, Inc. (NYSE), Stratasys, Inc. (NASDAQ), Imtec, Inc.
(NASDAQ) and Mity-Lite, Inc. (NASDAQ) and ex-chairman of Med-Chem Products,
Inc., (AMEX), and Ivy Medical, Inc. (formerly NASDAQ). 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. Mr. Crump is a Trustee of the Alumni
Page 4 of 7
<PAGE> 7
Foundation of the University of California at Los Angeles and a member of the
Board of Overseers for the Thayer Engineering School at Dartmouth College.
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), 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 registered professional engineer.
D. Dean Spatz - Director since 1983. Mr. Spatz is the Chairman and President of
Osmonics, Inc. (NYSE), 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 1996, 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 1996 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.
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, 1996, 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> <C>
Rick A. Beets (1) 1996 $128,461 $50,000
President, CEO & CFO 1995 $120,000 $70,000 --
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 1996. No stock option
grants were made to Mr. Beets in fiscal year 1996.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES(1)
<TABLE>
<CAPTION>
Number of Securities Underlying Value of Unexercised
Unexercised Options at FY-End money Options at FY-End
Name Exercisable/Unexercisable(1) Exercisable/Unexercisable
- ---- ---------------------------- -------------------------
<S> <C> <C>
Rick A. Beets 60,000 / 40,000 $116,280 / $77,520(2)
President, CEO & CFO
</TABLE>
- ----------
(1) No options were exercised by Mr. Beets during fiscal 1996.
(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.
COMPLIANCE WITH SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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.
Page 6 of 7
<PAGE> 9
To the Company's knowledge, based solely on review of such reports furnished to
the Company, during the fiscal year ended July 31, 1996, 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 1997 Annual Meeting of
Shareholders must be received by the Company at its principal executive offices,
no later than August 11, 1997, 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 SI Technologies, 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
SI TECHNOLOGIES, INC. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
of Directors for the Annual Meeting of
Shareholders to be held on January 8, 1997. 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 Mayflower Park Hotel Fourth and Olive Way,
Seattle, Washington at 2:00p.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. 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.
