<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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:
[X] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
SBM INDUSTRIES,
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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)(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:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
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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 3, 1999, for
the following purposes:
1. To elect the members of the Board of Directors.
2. To act on a proposal to change the name of the Company to Star
Struck, Ltd.
3. 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, 1999 as the record date for the Annual Meeting. 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, 1998 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 6, 1999
<PAGE>
YOUR VOTE IS IMPORTANT
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 THEREFORE 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, SHARES
REPRESENTED BY PROPERLY EXECUTED PROXIES WILL BE VOTED FOR THE ELECTION OF THE
---
NOMINEES AS DIRECTORS, AND FOR THE PROPOSED CHANGE OF THE COMPANY'S NAME. AS TO
ANY OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THIS ANNUAL MEETING OR ANY
ADJOURNMENT OR ADJOURNMENTS THEREOF, THOSE SHARES WILL BE VOTED AS THE NAMED
PROXIES IN THEIR BEST JUDGMENT MAY DECIDE.
<PAGE>
SBM INDUSTRIES, INC.
1865 Palmer Avenue
Larchmont, New York 10538
____________________
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
____________________
To be held on May 3, 1999 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. Each of the outstanding Shares entitles its holder to
one vote. 2,025,929 Shares were issued and outstanding at the close of
business on March 31, 1999 (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 is for use only at the Annual Meeting of
Shareholders to be held May 3, 1999 and any and all adjournments thereof. It 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 to security holders is April 6, 1999.
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 for the proposed change of the Company's name. As to
any other business that may properly come before the meeting or any adjournment
or adjournments
<PAGE>
thereof, such shares will be voted as the named proxies in their best judgment
may decide. A shareholder may revoke his or her proxy at any time prior to its
exercise at the Annual Meeting of Shareholders. A shareholder may revoke his or
her proxy 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 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, will be borne by the Company. Such costs
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.
<PAGE>
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.
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
election. If any nominee refuses or becomes 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 63
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").
<PAGE>
Year First
Appointed
Name and as
Principal Occupation Director Age
- -------------------- --------- ---
Lawrence J. Goldstein................... 1984 63
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 46
Vice President and Director
Since 1984, President of SSI.
Robert Morris............................ 1985 64
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 64
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 43
Vice President and Director
Since 1987, Vice President and
Secretary of SSI.
Michael Sweedler....................... 1984 63
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
- -------------------------------------------------
No person, who, at any time during the year ended December 31, 1998,
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, 1998, or prior years ended December 31. The foregoing is based
solely upon a review of Forms 3 and 4 and amendments thereto furnished to the
Company during the year ended December 31, 1998 and certain written
representations.
Additional Information
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The Company knows of no arrangement or understanding 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 Company's 1992 Incentive Stock
Option Plan and determines the amount of awards pursuant to the Plan. The
Option Committee held one meeting in 1998, 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
1998 which all members attended.
The Board of Directors held three meetings during 1998. 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. Goldstein attended one of the three meetings.
<PAGE>
PROPOSED CHANGE OF CORPORATE NAME
---------------------------------
The Board of Directors has adopted a resolution approving the change
the name of the Company to "Star Struck, Ltd." Upon approval by the
shareholders, the officers of the Company will file an appropriate amendment
with the Secretary of State of Delaware effecting the change.
The Board believes the proposed change of name is desirable because
the new name reflects the Company's affiliation with its principal subsidiary,
Star Struck, Inc.
An affirmative vote by the holders of a majority of the outstanding
shares of stock of the Company represented and voting at the Annual Meeting of
Shareholders is necessary to approve the proposal.
If the change of a name is approved, the Company will apply to change
its symbol on the American Stock Exchange from SBM to KAP.
Proxies received in response to this solicitation will be voted,
unless such authority is withheld, FOR the proposed change of name.
EXECUTIVE OFFICERS AND EXECUTIVE COMPENSATION
---------------------------------------------
The following table sets forth all compensation paid by the Company
during the year ended December 31, 1998 to the Chief Executive Officer and the
other executive officers whose total compensation exceeded $100,000.
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
Awards Payouts
Securties
Other Re- Under- All
Name and Annual stricted lying Other
Principal Compen- Stock Options/ LTIP Compen-
Position Year Salary Bonus sation Award(s) SARs Payouts sation
($) ($) ($) ($) (#) ($) ($)
(a) (b) (c) (d) (e) (f) (g) (h) (I)
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<S> <C> <C> <C> <C> <C> <C> <C> <C>
Peter M. 1998 $140,400 0 0 0 0 0 0
Nisselson, 1997 140,400 0 0 0 0 0 0
President 1996 149,200 0 0 0 0 0 0
Kenneth 1998 $140,000 0 0 0 0 0 0
Karlan, 1997 140,000 0 0 0 0 0 0
Vice President 1996 149,200 0 0 0 0 0 0
Keith Sessler, 1998 $140,000 0 0 0 0 0 0
Vice President 1997 140,000 0 0 0 0 0 0
1996 141,905 0 0 0 0 0 0
</TABLE>
<PAGE>
No executive officer received or exercised any stock option or stock
appreciation rights in 1998.
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.
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.
<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 18, 1999.
<TABLE>
<S> <C> <C>
Amount of
Name of Beneficial % of
Beneficial Owner Ownership Class
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Peter M. Nisselson 728,652 35.97%
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%
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Total of all officers and directors as
a group (7 persons) 1,460,408 72.08%
</TABLE>
(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.
<PAGE>
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, 1999.
Amount of
Name and Address Beneficial % of
of Beneficial Owner Ownership Class
- ------------------- ---------- -----
Rosalind Davidowitz 113,885 5.62%
7 Sutton Place South
Lawrence, NY 11559
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 1998. Arthur Andersen LLP has been the
Company's independent public accountants for several years. The Company does
not expect 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
1999.
<PAGE>
SHAREHOLDERS' PROPOSALS FOR 2000 ANNUAL MEETING
The Company anticipates that the 2000 Annual Meeting of Shareholders
will be held on or about May 2, 2000. 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 6, 1999.
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, of the
persons named in the proxy intend to vote such proxy in accordance with their
best judgment.
The Company will provide, without charge, a copy of the Company's Form
10-KSB (without exhibits), to each person to whom a proxy statement is
delivered, upon written or oral request of such person. A copy of the Form will
be sent by first class mail or other equally prompt means within one business
day of receipt of such request. 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).
By order of the Board of Directors
Peter M. Nisselson,
Secretary
Larchmont, New York
March 31, 1999
<PAGE>
PROXY PROXY
SBM INDUSTRIES, INC.
ANNUAL MEETING OF SHAREHOLDERS - MAY 3, 1999
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 3, 1999 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)
<PAGE>
SBM INDUSTRIES
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.
[ ]
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.)
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For Withhold For All
All All Except Nominee(s)
Written Below
[ ] [ ] [ ]
2. Proposal to amend the Certificate of Incorporation to change the Company's
name to Star Struck, Ltd.
For Withhold Against
[ ] [ ] [ ]
3. 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 of any of the foregoing nominees is unable to serve or for
good cause will not serve, for a substitutes 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: , 1999
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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 AND PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
