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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
SBM Industries, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
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SBM INDUSTRIES, INC.
Two Madison Avenue
Larchmont, New York 10538
____________________
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
____________________
To be held on May 7, 1996 or
as such date may be adjourned
VOTING SECURITIES
The Company has one class of capital stock, consisting of common stock, par
value $1.00 per share (the "Shares"), entitled to vote at the Annual Meeting of
Shareholders, of which each outstanding share entitles its holder to one vote.
2,027,616 Shares were issued and outstanding at the close of business on April
10, 1996 (the "Record Date"). Only holders of record of Shares as of the Record
Date will be entitled to notice of and to vote at the Annual Meeting of
Shareholders, or any adjournment or adjournments thereof.
SOLICITATION AND REVOCATION OF PROXIES
The enclosed proxy, for use only at the Annual Meeting of Shareholders to
be held May 7, 1996 and any and all adjournments thereof, is solicited on behalf
of the Board of Directors of the Company.
The approximate date this proxy statement and accompanying materials are
first being sent or given to security holders is April 12, 1996.
Shares represented by properly executed proxies will be voted and will be
voted in accordance with the instructions contained therein. If no instructions
are indicated, such Shares will be voted FOR the election of the nominees as
directors, and with respect to any other business that may properly come before
the meeting or any adjournment or adjournments thereof, as the named proxies in
their best judgment may decide. A shareholder may revoke his proxy at any time
prior to its exercise at the Annual Meeting of Shareholders by filing with the
Secretary of the Company (at the Company's address indicated above) an
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instrument revoking it or by similarly filing a duly executed proxy bearing a
later date or by appearing at the Annual Meeting of Shareholders and voting in
person.
In addition to the use of the mails, proxies may be solicited by the
directors, officers and employees of the Company without additional
compensation, by personal interview, telephone or telegram.
The expense of making the solicitation will consist of preparing and
mailing the proxies and Proxy Statement, any expenses incurred by Company
representatives in making the contacts described above, the charges of brokerage
houses and other custodians, nominees and fiduciaries forwarding documents to
security owners and costs of returning proxies, and any incidental expenses.
The costs of this proxy solicitation, which will be borne by the Company, are
expected to be those normally expended for a solicitation for an election of
directors in the absence of a contest, including costs represented by salaries
and wages of regular employees.
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NOMINEES FOR ELECTION AS DIRECTORS
Election
- --------
Proxies received in response to this solicitation will be voted, unless
such authority is withheld, FOR the election of the seven persons named in this
section as nominees for the Board of Directors.
Each Director will hold office until the next annual meeting of the
shareholders and until a successor is elected and qualifies.
While there is no reason to believe that any of the nominees will, prior to
the date of the Annual Meeting of Shareholders, refuse or be unable to accept
the nomination, should any nominee so refuse or become unable to accept
election, it is the intention of the persons named in the proxy to vote for such
other person or persons as the current Board of Directors may recommend.
Background Information
- ----------------------
The following table sets forth information as to the principal occupations
of the nominees. The information presented below is based in part on
information received from the respective persons and in part on the Company's
records.
Year First
Appointed
Name and as
Principal Occupation Director Age
-------------------- ---------- ---
Peter M. Nisselson........... 1984 60
President, Secretary, and
Director
President and Secretary of the
Company since 1985; President of
PN Investments, Inc., a private
investment company, from 1981 to
1994; Vice President of the
Company's subsidiary, Star Struck,
Inc. ("SSI") and Chairman of the
Company's subsidiary, Carlton Press
Corp. ("Carlton").
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Year First
Appointed
Name and as
Principal Occupation Director Age
- ------------------------------------------- -------- ---
Lawrence J. Goldstein...................... 1984 60
Vice President, Treasurer,
and Director
Vice President and Treasurer of the
Company since 1985; General Partner
of Santa Monica Partners, an investment
partnership, since 1982; and Vice
President of SSI.
Kenneth Karlan............................. 1993 43
Vice President and Director
Since 1984, President of SSI;
Vice President, Secretary and
Treasurer of Carlton.
Robert Morris.............................. 1985 61
Director
President of Dunhill
Personnel Search since prior
to 1980.
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Year First
Appointed
Name and as
Principal Occupation Director Age
- -------------------- ---------- ---
Arthur Salzfass........ 1985 61
Director
Chairman of MicroInfo, a consulting
business, since approximately 1985;
from October 1993 to June 1994,
President and CEO of USFI, Inc.,
an international telephone call-
back company.
Keith Sessler.............. 1992 40
Vice President and Director
Since 1987, Vice President and
Secretary of SSI.
Michael Sweedler........ 1984 60
Director
Attorney and partner of Darby &
Darby, a New York law firm, since
prior to 1979.
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Compliance with Section 16(a) of the Exchange Act
- -------------------------------------------------
Based solely upon a review of Forms 3 and 4 and amendments thereto
furnished to the Company during the year ended December 31, 1995 and certain
written representations, no person, who, at any time during the year ended
December 31, 1995, was a director, officer or beneficial owner of more than 10
percent of any class of equity securities of the Company registered pursuant to
Section 12 of the Exchange Act failed to file on a timely basis, as disclosed in
the above forms, reports required by Section 16(a) of the Exchange Act during
the year ended December 31, 1995, or prior years ended December 31.
Additional Information
- ----------------------
Effective July 1, 1992, the Company, pursuant to an Exchange Agreement
with Messrs. Karlan and Sessler, acquired all of the issued and outstanding
shares of capital stock of Star Struck, Inc. Pursuant to the agreement, Messrs.
Karlan and Sessler were elected as directors and appointed for two-year terms as
vice presidents of the Company. Other than the arrangement with Messrs. Karlan
and Sessler described above, there is no arrangement or understanding known to
the Company between any nominee for director and any other person, pursuant to
which he was or is to be selected as nominee.
Messrs. Nisselson, Karlan and Sessler receive no compensation for
attending directors' meetings. Messrs. Goldstein, Morris, Salzfass and Sweedler
receive $300 for each directors' meeting attended.
The Company has a securities brokerage account with L.J. Goldstein &
Company, Incorporated, a securities brokerage firm of which Mr. Goldstein is a
principal.
The Company does not have standing nominating or compensation
committees of the Board of Directors or other committees performing similar
functions. The Company has designated an Option Committee consisting of Peter
Nisselson, Kenneth Karlan and Keith Sessler pursuant to the 1992 Plan. The
Option Committee selects participants in the 1992 Plan and determines the amount
of awards pursuant to the 1992 Plan. The Option Committee held one meeting in
1995, which all members attended. The Company has also designated an Audit
Committee consisting of Robert Morris and Arthur Salzfass. The Audit Committee
reviews and coordinates the auditing of the Company's financial statements. The
Audit Committee held one meeting in 1995 which all members attended.
The Board of Directors held three meetings during 1994. Each of the
incumbent directors attended at least 75%
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of the aggregate of the total number of meetings of the Board of Directors held
during the period for which he was a Director, except that Mr. Sweedler attended
two of the three meetings.
EXECUTIVE OFFICERS AND EXECUTIVE COMPENSATION
---------------------------------------------
The following table sets forth all compensation paid by the Company
during the year ended December 31, 1995 to the Chief Executive Officer and the
other executive officers whose total compensation exceeded $100,000.
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<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term Compensation
--------------------------------------
Annual Compensation Awards Payouts
- ------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Securities
Name Annual Restricted Under- All Other
and Compen- Stock Lying LTIP Compen-
Principal sation Award(s) Options Payouts sation
Position Year Salary($) Bonus($) ($)/1/ ($) SARs (#) ($) ($)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Peter M. 1994 $150,000 0 0 0 0 0 0
Nisselson, 1994 150,000 0 0 0 0 0 0
President, 1993 124,000 0 0 0 0 0 0
Kenneth Karlan 1995 144,500 0 0 0 0 0 0
Vice 1994 138,000 0 0 0 0 0 0
President 1993 123,143 0 0 0 0 0 0
Keith Sessler 1995 143,000 0 0 0 0 0 0
Vice 1994 138,000 0 0 0 0 0 0
President 1993 123,143 0 0 0 0 0 0
</TABLE>
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/1/ None of the named executive officers received perquisites or other personal
benefits in excess of the lesser of $50,000 or 10% of his total salary and
bonus.
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No executive officer received or exercised any stock option or stock
appreciation rights in 1995.
Other than the brokerage account with L. J. Goldstein & Company,
Incorporated, described under "Nominees for Election as Director - Additional
Information", the Company has no transactions with affiliated persons. The
Company's transactions with L. J. Goldstein & Company are or were on terms at
least as favorable as could have been obtained from non-affiliated persons.
Other than the employment agreement with Messrs. Karlan and Sessler
described under "Nominees for Election as Directors - Additional Information,"
the Company knows of no arrangement or understanding between any executive
officer and any other person, pursuant to which he was or is to be selected as
an officer.
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SECURITY OWNERSHIP OF MANAGEMENT
The following table describes the ownership of all directors and
nominees of Common Shares, each of the named executive officers and the
directors and executive officers of the Company as a group as of March 21, 1996.
Amount of
Name of Beneficial % of
Beneficial Owner Ownership Class
---------------- --------- -----
Peter M. Nisselson 592,852 29.24%
Lawrence J. Goldstein 172,700(1) 8.52%
Kenneth Karlan 272,778 13.45%
Robert Morris 4,500 .22%
Arthur Salzfass 2,000 .10%
Keith Sessler 272,778 13.45%
Michael Sweedler 7,000 .35%
--------- ------
Total of all officers and
directors as a group
(7 persons) 1,324,608 65.30%
_________________________
(1) Includes 77,700 shares owned by Lawrence J. Goldstein directly, and the
following shares, which may be deemed owned beneficially by Lawrence J.
Goldstein: 53,600 shares owned by the L.J. Goldstein & Company,
Incorporated Pension Plan; 5,000 shares owned by the Keogh Plan for
Lawrence J. Goldstein; 36,400 shares owned by the Individual Retirement
Account of Lawrence J. Goldstein.
OTHER PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table describes the share ownership of each person known
to the Company, in addition to management, the nominees for directors and
directors and officers as a group, to be a "beneficial owner" (as that term is
defined in the regulations of the Securities and Exchange Commission) of more
than 5% of the Company's Common Shares as of March 21, 1996.
Amount of
Name and Address Beneficial % of
of Beneficial Owner Ownership Class
- ------------------- ---------- -----
Rosalind Davidowitz 113,885 5.61%
7 Sutton Place South
Lawrence, NY 11559
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J. Morton Davis 123,385(1) 6.09%
44 Wall Street
New York, NY 10005
_________________
(1) Consists entirely of the 123,385 shares listed above as beneficially owned
by Ms. Davidowitz. Such shares may be deemed beneficially owned by Mr.
Davis.
AUDITORS
The accounting firm of Arthur Andersen & Co. served as the Company's
independent public accountants for 1995. Arthur Andersen & Co. has been the
Company's independent public accountants for several years. It is not expected
that representatives of Arthur Andersen & Co. will be present at the Annual
Meeting.
The Board of Directors of the Company has not yet selected an
accounting firm to serve as the Company's independent public accountants for
1996.
SHAREHOLDERS' PROPOSALS FOR 1996 ANNUAL MEETING
It is anticipated that the 1997 Annual Meeting of Shareholders will be
held on or about May 7, 1997. Under regulations issued by the Securities and
Exchange Commission, all shareholder's proposals to be considered for inclusion
in the Company's Proxy Statement for presentation at that meeting must be
received at the principal executive offices of the Company no later than the
close of business on December 10, 1996.
OTHER MATTERS
The management of the Company knows of no other matters to be
considered at the Annual Meeting. However, if any matter other than those
referred to herein should properly come before the Annual Meeting, it is the
intention of the persons named in the proxy to vote such proxy in accordance
with their best judgment.
The Company will provide, without charge, to each person to whom a
proxy statement is delivered, upon written or oral request of such person and by
first class mail or other equally prompt means within one business day of
receipt of such request a copy of the Company's Form 10-KSB (without exhibits).
Any person desiring a copy of the Form
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10-KSB should contact the Company's Corporate Secretary at SBM Industries, Inc.,
Two Madison Avenue, Larchmont, New York 10538 (telephone: (914) 833-0649) to
obtain a copy of the Form 10-KSB.
By order of the Board of Directors
Peter M. Nisselson,
Secretary
Larchmont, New York
April 12, 1996
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