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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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.
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(Name of Registrant as Specified In Its Charter)
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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] No fee required
[_] 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.
1865 Palmer Avenue
Larchmont, New York 10538
____________________
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 5, 1998, 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 March 31, 1998 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, 1997 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
March 31, 1998
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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.
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SBM INDUSTRIES, INC.
1865 Palmer Avenue
Larchmont, New York 10538
____________________
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
____________________
To be held on May 5, 1998 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. 2,025,929 Shares were issued and outstanding at the close of business
on March 31, 1998 (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 5, 1998 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 3, 1998.
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 inter view, 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
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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
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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 62
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").
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Year First
Appointed
Name and as
Principal Occupation Director Age
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Lawrence J. Goldstein...................... 1984 62
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 45
Vice President and Director
Since 1984, President of SSI.
Robert Morris.............................. 1985 63
Director
President of Dunhill
Personnel Search since prior
to 1980.
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Year First
Appointed
Name and as
Principal Occupation Director Age
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Arthur Salzfass........ 1985 63
Director
President of Rutledge Books, Inc.,
a subsidy publisher since June 1997;
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 42
Vice President and Director
Since 1987, Vice President and
Secretary of SSI.
Michael Sweedler........ 1984 62
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
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Based solely upon a review of Forms 3 and 4 and amendments thereto
furnished to the Company during the year ended December 31, 1997 and certain
written representations, no person, who, at any time during the year ended
December 31, 1997, 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, 1997, or prior years ended December 31.
Additional Information
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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 two meetings during 1997. Each of the
incumbent directors attended all of the meetings of the Board of Directors held
during the period for which he was a Director.
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EXECUTIVE OFFICERS AND EXECUTIVE COMPENSATION
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The following table sets forth all compensation paid by the Company
during the year ended December 31, 1997 to the Chief Executive Officer and the
other executive officers whose total compensation exceeded $100,000.
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SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
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Annual Compensation Long Term Compensation
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Awards Payouts
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Securi-
ties
Other Re- Under- All
Annual stricted lying Other
Name And Compen- Stock Options/ LTIP Compen-
Principal Position Year Salary Bonus sation Award(s) SARs Payouts sation
($) ($) ($) ($) (#) ($) ($)
(a) (b) (c) (d) (e) (f) (g) (h) (I)
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<S> <C> <C> <C> <C> <C> <C> <C> <C>
Peter M. Nisselson, President 1997 $140,400 0 0 0 0 0 0
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1996 149,200 0 0 0 0 0 0
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1995 150,000 0 0 0 0 0 0
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Kenneth Karlan, Vice President 1997 140,000 0 0 0 0 0 0
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1996 141,905 0 0 0 0 0 0
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1995 144,500 0 0 0 0 0 0
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Keith Sessler, Vice President 1997 140,000 0 0 0 0 0 0
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1996 141,905 0 0 0 0 0 0
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1995 143,000 0 0 0 0 0 0
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</TABLE>
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No executive officer received or exercised any stock option or stock
appreciation rights in 1997.
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.
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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 18, 1998.
Amount of
Name of Beneficial % of
Beneficial Owner Ownership Class
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Peter M. Nisselson 702,252 34.66%
Lawrence J. Goldstein 172,700(1) 8.52%
Kenneth Karlan 273,278 13.49%
Robert Morris 4,500 .22%
Arthur Salzfass 2,000 .10%
Keith Sessler 272,778 13.47%
Michael Sweedler 7,000 .35%
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Total of all officers and
directors as a group (7
persons)
1,434,508 70.81%
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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 18, 1998.
Amount of
Name and Address Beneficial % of
of Beneficial Owner Ownership Class
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Rosalind Davidowitz 113,885 5.62%
7 Sutton Place South
Lawrence, NY 11559
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J. Morton Davis 113,885(1) 5.62%
44 Wall Street
New York, NY 10005
_________________
(1) Consists entirely of the 113,885 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 1997. 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
1998.
SHAREHOLDERS' PROPOSALS FOR 1999 ANNUAL MEETING
It is anticipated that the 1999 Annual Meeting of Shareholders will be
held on or about May 4, 1999. 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 7, 1998.
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
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York 10538 (telephone: (914) 833-0649) to obtain a copy of the Form 10-KSB.
By order of the Board of Directors
/s/ Peter M. Nisselson
Peter M. Nisselson,
Secretary
Larchmont, New York
March 31, 1998
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PROXY PROXY
SBM INDUSTRIES, INC.
ANNUAL MEETING OF SHAREHOLDERS - MAY 5, 1998
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 5, 1998 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 personally present:
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
(Continued and to be signed on reverse side)
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SBM INDUSTRIES, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.
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<S> <C> <C> <C>
FOR ALL
1. ELECTION OF DIRECTORS- FOR WITHHOLD EXCEPT (NOMINEE(S)
Nominees: Peter Nisselson, Lawrence J. Goldstein, ALL ALL WRITTEN BELOW.
Kenneth Karlan, Robert Morris,
Arthur Salzfass, Keith Sessler and [ ] [ ] [ ]
Michael Sweedler
2. In their discretion, the persons hereby appointed THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AND WILL BE
as proxies are authorized to vote upon such other VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED
business as may properly come before the meeting and, SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
in the event any of the foregoing monimees is unable VOTED FOR THE NOMINEES NAMED IN PROPOSAL 1.
to serve or for good cause will not serve, for a
substitute nominee designated by the Board of Directors. Dated:___________________, 1998
(INSTRUCTION: To withhold authority to vote for any one or Signature(s)_____________________________________________
more individual nominees, write such nominees' names in the
space provided below.)
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Please sign as your name apears 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.
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FOLD AND DETACH HERE
YOUR VOTE IS IMPORTANT!
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
