<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
SBM INDUSTRIES, INC.
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(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:
/ / 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>
SBM INDUSTRIES, INC.
1865 PALMER AVENUE
LARCHMONT, NEW YORK 10538
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
---------------------
To the Shareholders:
The Annual Meeting of Shareholders of SBM Industries, Inc., a Delaware
corporation (the 'Company'), will be held at Star Struck, Inc. 8 F. J. Clarke
Circle, Bethel, Connecticut 06801, at 9:00 a.m., local time, on May 13, 1997,
for the following purposes:
1. To elect the members of the Board of Directors.
2. To transact such other business as may properly come before the Annual
Meeting of Shareholders or any adjournment or adjournments thereof.
The Board of Directors of the Company has fixed the close of business on
April 16, 1997 as the record date for the Annual Meeting. Accordingly, only
holders of the Company's shares at the close of business on such date will be
entitled to vote at the Annual Meeting or any adjournment or adjournments
thereof.
The Annual Report of the Company for the fiscal year ended December 31,
1996 is being sent to Shareholders with the mailing of this Notice of Annual
Meeting of Shareholders and Proxy Statement.
By Order of the Board of Directors
PETER M. NISSELSON,
Secretary
Larchmont, New York
April 18, 1997
YOUR VOTE IS IMPORTANT
SINCE THE PRESENCE, IN PERSON OR BY PROXY, OF HOLDERS OF A MAJORITY OF THE
COMPANY'S OUTSTANDING SHARES IS REQUIRED TO CONSTITUTE A QUORUM, IT IS IMPORTANT
THAT YOUR SHARES BE REPRESENTED AT THE MEETING, REGARDLESS OF THE NUMBER OF
SHARES YOU MAY HOLD. THE BOARD OF DIRECTORS OF THE COMPANY HAS AUTHORIZED THE
SOLICITATION OF PROXIES. PLEASE MARK, SIGN AND RETURN PROMPTLY THE ENCLOSED
PROXY CARD IN THE ACCOMPANYING ENVELOPE. UNLESS OTHERWISE DIRECTED, THE PROXIES
WILL BE VOTED FOR THE ELECTION OF THE NOMINEES AS DIRECTORS, AND, WITH RESPECT
TO ANY OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THIS ANNUAL MEETING OR ANY
ADJOURNMENT OR ADJOURNMENTS THEREOF, AS THE NAMED PROXIES IN THEIR BEST JUDGMENT
SHALL DECIDE.
<PAGE>
SBM INDUSTRIES, INC.
1865 PALMER AVENUE
LARCHMONT, NEW YORK 10538
---------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
---------------------
TO BE HELD ON MAY 13, 1997 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.
2,027,234 Shares were issued and outstanding at the close of business on April
16, 1997 (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 13, 1997 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 21, 1997.
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
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.
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.
<PAGE>
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.
<TABLE>
<CAPTION>
YEAR
FIRST
APPOINTED
NAME AND AS
PRINCIPAL OCCUPATION DIRECTOR AGE
- -------------------------------------------------------------------------------------------- --------- ---
<S> <C> <C>
Peter M. Nisselson.......................................................................... 1984 61
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').
Lawrence J. Goldstein....................................................................... 1984 61
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.............................................................................. 1992 44
Vice President and Director
Since 1984, President of SSI.
Robert Morris............................................................................... 1985 62
Director
President of Dunhill Personnel Search since prior to 1980.
Arthur Salzfass............................................................................. 1985 62
Director
Chairman of MicroInfo, a consulting business, since approximately 1985.
Keith Sessler............................................................................... 1992 41
Vice President and Director
Since 1987, Vice President and Secretary of SSI.
Michael Sweedler............................................................................ 1984 61
Director
Attorney and partner of Darby & Darby, a New York law firm, since prior to 1979.
</TABLE>
2
<PAGE>
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, 1996 and certain
written representations, no person, who, at any time during the year ended
December 31, 1996, 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, 1996, 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 1996, 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 1996. Each of the
incumbent directors attended at least 75% 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.
3
<PAGE>
EXECUTIVE OFFICERS AND EXECUTIVE COMPENSATION
The following table sets forth all compensation paid by the Company during
the year ended December 31, 1996 to the Chief Executive Officer and the other
executive officers whose total compensation exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
---------------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------------ ----------------------- -------------------
(A) (B) (C) (D) (E) (F) (G) (H) (I)
OTHER
ANNUAL RESTRICTED SECURITIES ALL OTHER
COMPEN- STOCK UNDERLYING LTIP COMPEN-
NAME AND SATION AWARD(S) OPTIONS PAYOUTS SATION
PRINCIPAL POSITION YEAR SALARY($) BONUS($) ($)(1) ($) SARS (#) ($) ($)
- ------------------------------------- ----- --------- -------- ------- ---------- ---------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Peter M. Nisselson,
President,......................... 1996 $ 149,200 0 0 0 0 0 0
1995 150,000 0 0 0 0 0 0
1994 150,000 0 0 0 0 0 0
Kenneth Karlan
Vice President..................... 1996 141,905 0 0 0 0 0 0
1995 144,500 0 0 0 0 0 0
1994 138,000 0 0 0 0 0 0
Keith Sessler
Vice President..................... 1996 141,905 0 0 0 0 0 0
1995 143,000 0 0 0 0 0 0
1994 138,000 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.
No executive officer received or exercised any stock option or stock
appreciation rights in 1996.
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.
4
<PAGE>
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, 1997.
<TABLE>
<CAPTION>
NAME OF AMOUNT OF
BENEFICIAL BENEFICIAL % OF
OWNER OWNERSHIP CLASS
- ---------------------------------------------------------------------- --------- -----
<S> <C> <C>
Peter M. Nisselson.................................................... 653,352 32.23%
Lawrence J. Goldstein................................................. 172,700(1) 8.52%
Kenneth Karlan........................................................ 272,778 13.46%
Robert Morris......................................................... 4,500 .22%
Arthur Salzfass....................................................... 2,000 .10%
Keith Sessler......................................................... 272,778 13.46%
Michael Sweedler...................................................... 7,000 .35%
--------- -----
Total of all officers and
directors as a group (7 persons).................................... 1,385,108 68.34%
</TABLE>
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(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, 1997.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT OF
OF BENEFICIAL BENEFICIAL % OF
OWNER OWNERSHIP CLASS
- ---------------------------------------------------------------------- --------- -----
<S> <C> <C>
Rosalind Davidowitz .................................................. 113,885 5.62%
7 Sutton Place South
Lawrence, NY 11559
J. Morton Davis ...................................................... 113,385(1) 5.62%
44 Wall Street
New York, NY 10005
</TABLE>
- ---------------
(1) Consists entirely of the 113,385 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 LLP served as the Company's
independent public accountants for 1995. Arthur Andersen LLP has been the
Company's independent public accountants for several years. It is not expected
that representatives of Arthur Andersen LLP 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
1997.
5
<PAGE>
SHAREHOLDERS' PROPOSALS FOR 1997 ANNUAL MEETING
It is anticipated that the 1998 Annual Meeting of Shareholders will be held
on or about May 5, 1998. 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 8, 1997.
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 10-KSB should contact the Company's Corporate
Secretary at SBM Industries, Inc., 1865 Palmer 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 18, 1997
6
<PAGE>
SBM INDUSTRIES, INC.
ANNUAL MEETING OF SHAREHOLDERS -- MAY 13, 1997
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Peter Nisselson, and Lawrence J. Goldstein
and each of them, as proxies, with power of substitution in each, to represent
the undersigned at the Annual Meeting of Shareholders of SBM Industries, Inc. on
May 13, 1997 or any adjournment thereof, and to vote all of the shares of common
stock which the undersigned would be entitled to vote at said meeting if then
personallly present:
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
(Continued and to be signed on reverse side)
<PAGE>
SBM INDUSTRIES, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.
1997 PROXY
1. Election of Directors--
Nominees: Peter Nisselson, Lawrence J. Goldstein,
Kenneth Karlan, Robert Morris, Arthur Salzfass,
Keith Sessler and Michael Sweedler
(INSTRUCTION: To withhold authority to vote for any one or more
individual nominees, write such nominees' names in the space
provided below.)
For All
For Withhold Except Nominee(s)
All All Written Below.
/ / / / / /
2. In their discretion, the persons hereby appointed as proxies are authorized
to vote upon such other business as may properly come before the meeting
and, in the event any of the foregoing nominees is unable to serve or for
good cause will not serve, for a substitute nominee designated by the Board
of Directors.
This proxy when properly executed will be voted and will be voted in the manner
directed herein by the undersigned shareholder. If no direction is made, this
proxy will be voted for the nominees named in Proposal 1.
Dated: , 1997
Signature(s)
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- -------------------------------------------------------------------------------
Please sign as your name appears hereon. If stock is held jointly, each joint
owner should sign. Executors, administrators and trustees should give their full
title. Corporate signature should be by duly authorized officers.
FOLD AND DETACH HERE
YOUR VOTE IS IMPORTANT!
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
