<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 Section 240.14a-11(c) or Section 240.14a-12
SSE TELECOM, 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:
-------------------------------------------------------------------------
(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:
-------------------------------------------------------------------------
Notes:
<PAGE>
SSE TELECOM, INC.
8230 LEESBURG PIKE, SUITE 710
VIENNA, VIRGINIA 22182
================================================================================
February 5, 1996
Dear Shareholder,
I cordially invite you to attend our Company's 1996 Annual Meeting of
Shareholders on March 26, 1996, at 9:00 a.m., Pacific Standard Time. The
meeting will be held at the Mandarin Oriental Hotel, 222 Sansome Street, San
Francisco, California, 94104 in the Library Room.
Matters to be considered and acted on at the meeting include the election of
directors and the ratification of the appointment of independent auditors.
Detailed information concerning these matters is set forth in the attached
Notice of Annual Meeting of Shareholders and Proxy Statement.
As a shareholder, your vote is important. I encourage you to execute and return
your proxy promptly whether or not you plan to attend so that we may have as
many shares as possible represented at the meeting. Returning your completed
proxy will not prevent you from voting in person at the meeting if you wish to
withdraw your proxy and vote in person.
Thank you for your cooperation and continued support and interest in SSE
Telecom, Inc.
Sincerely,
Frederick C. Toombs
President
IMPORTANT: EVEN IF YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN, AND
- ----------
RETURN PROMPTLY THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED TO ENSURE THAT YOUR
VOTE WILL BE COUNTED. YOU MAY VOTE IN PERSON IF YOU SO DESIRE EVEN IF YOU HAVE
PREVIOUSLY SENT IN YOUR PROXY.
IF YOUR SHARES ARE HELD IN THE NAME OF A BANK, BROKERAGE FIRM OR OTHER NOMINEE,
PLEASE CONTACT THE PARTY RESPONSIBLE FOR YOUR ACCOUNT AND DIRECT HIM OR HER TO
VOTE YOUR SHARES ON THE ENCLOSED CARD.
<PAGE>
SSE TELECOM, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 26, 1996
The Annual Meeting of Shareholders of SSE TELECOM, INC. will be held at the
Mandarin Oriental Hotel in the Library Room, on Tuesday, March 26, 1996, at 9:00
a.m. PST, for the following purposes:
1. To elect the Company's Board of Directors.
2. To ratify the selection of Ernst & Young LLP as independent public
auditors for the Company.
3. To transact such other business as may properly come before the
meeting.
Only shareholders of record at the close of business on January 29, 1996, are
entitled to notice of and to vote at the meeting and any adjournment thereof.
BY ORDER OF THE BOARD OF DIRECTORS
G. Donald Markle
Secretary
Fremont, California
February 5, 1996
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND RETURN THE
ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE ENCLOSED POSTPAID ENVELOPE. IF
YOU ARE ABLE TO ATTEND THE MEETING AND WISH TO VOTE YOUR SHARES PERSONALLY, YOU
MAY DO SO AT ANY TIME BEFORE THE PROXY IS EXERCISED.
1
<PAGE>
SSE TELECOM, INC.
8230 LEESBURG PIKE
SUITE 710
VIENNA, VA 22182
PROXY STATEMENT
The enclosed proxy is solicited on behalf of the Board of Directors (the "Board
of Directors" or the "Board") of SSE TELECOM, INC., a Delaware corporation (the
"Company"), for use at the Annual Meeting of Shareholders to be held on Tuesday,
March 26, 1996, at 9:00 a.m. PST (the "Annual Meeting"), or at any adjournment
thereof, for the purposes set forth herein and in the accompanying Notice of
Annual Meeting. The Annual Meeting will be held at the Mandarin Oriental Hotel,
222 Sansome Street, San Francisco, California 94104 in the Library Room.
SOLICITATION
The Company will bear the entire cost of solicitation of proxies, including
preparation, assembly and mailing of this proxy statement, the proxy and any
additional information furnished to shareholders. Copies of solicitation
materials will be furnished to banks, brokerage houses, fiduciaries and
custodians holding shares of the Company's Common Stock (the "Common Stock") in
their names which are beneficially owned by others to forward the solicitation
materials to such beneficial owners. The Company may reimburse persons
representing beneficial owners for their costs of forwarding the solicitation
material to such beneficial owners. Original solicitation of proxies by mail
may be supplemented by telephone, telegram or personal solicitation by
directors, officers or other regular employees of the Company. No additional
compensation will be paid to directors, officers or other regular employees for
such services.
A copy of the Annual Report of the Company for its fiscal year ended September
30, 1995, is included. The approximate date on which this proxy statement, the
accompanying proxy, and the annual report are being sent to shareholders is
February 5, 1996.
VOTING
Only shareholders of record on January 29, 1996, will be entitled to notice of
and to vote at the meeting. At the close of business on that date, the Company
had 5,733,679 shares of common stock outstanding. Shareholders of record on
such date are entitled to one (1) vote on all matters for each share of Common
Stock.
REVOCABILITY OF PROXIES
Any person giving a proxy pursuant to the solicitation has the power to revoke
it at any time before it is voted. It may be revoked by filing with American
Stock Transfer & Trust Company, 6201 15th Avenue, Brooklyn, New York 11219 or
the Secretary of the Company, G. Donald Markle at 47823 Westinghouse Drive,
Fremont, California 94539, a written notice of revocation or duly executed proxy
bearing a later date, or it may be revoked by attending the meeting and voting
in person. Attendance at the meeting will not, by itself, revoke a proxy.
2
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
The Board of Directors currently consists of seven (7) persons. The by-laws
authorize a Board of Directors of one to seven members; the number is currently
fixed at seven.
Directors are elected by a plurality of the votes cast. It is the intention of
the persons named in the enclosed proxy, unless authorization to do so is
withheld, to vote the proxies received by them for the election of the nominees
named below. If, prior to the Annual Meeting, any nominee should become
unavailable for election, an event which is not now anticipated by the Board of
Directors, the proxies will be voted for the election of such substitute nominee
or nominees, if any, as the Board of Directors may propose.
The seven (7) nominees are presently directors of the Company. No nominee or
executive officer has any family relationship with any other nominee or
executive officer. The beneficial ownership of the Company's stock by the
nominees is set forth under "Certain Shareholders."
NOMINEES FOR ELECTION AS DIRECTORS
The following table sets forth the names and ages of the nominees, their current
principal occupations, the positions and offices held by each with SSE Telecom,
Inc. in addition to the position as a director, and the period during which each
has served as a director of the Company.
<TABLE>
<CAPTION>
NAME AGE POSITION DIRECTOR SINCE
- ---- --- -------- --------------
<S> <C> <C> <C>
Charles W. Ergen 43 Chairman, Chief Executive Officer, President and Mar 1995 - Present
Director of EchoStar Communications Corporation
Daniel E. Moore (1) (2) 42 Executive Vice President and Apr 1989 - Present
Chief Financial Officer
Joseph T. Pisula (2) 54 President and Director of Network Mar 1995 - Present
Imaging Corporation
Frederick C. Toombs 49 President of the Company and President of SSE Oct 1989 - Present
Technologies, Inc., a subsidiary of the Company
Frank S. Trumbower (1) 57 President of Cambridge Technology, Inc. Apr 1989 - Feb 1994
Mar 1995 - Present
Erik H. van der Kaay (1) 54 President and Chief Executive Officer of May 1993 - Present
Allen Telecom Group, Inc.
Olin L. Wethington (2) 46 Partner in the law firm of Steptoe & Johnson Feb 1994 - Present
</TABLE>
(1) Member of the Compensation Committee
(2) Member of the Audit Committee
3
<PAGE>
Charles W. Ergen has served as a Director of SSE Telecom, Inc. since March 1995.
Mr. Ergen is the Chairman of the Board of Directors, Chief Executive Officer and
President of EchoStar Communications Corporation, a worldwide manufacturer and
distributor of home satellite television equipment and a significant participant
in the direct broadcast satellite industry. During the past five years, he has
held positions including President, Chief Executive Officer, and Director of
various subsidiaries of EchoStar Communications Corporation. Mr. Ergen was a
co-founder of Echosphere, a predecessor company, in 1980.
Daniel E. Moore has served as a Director of SSE Telecom, Inc. since April 1989.
Mr. Moore joined the Company in 1994 as Executive Vice President and Chief
Financial Officer. Mr. Moore is a founder and principal of Venture America, a
private venture capital and entrepreneurial services firm. Previously, Mr.
Moore was a Senior Manager with Arthur Andersen & Co. Mr. Moore received his
Master's Degree in Business Administration from the University of Pittsburgh,
and his Bachelor's degree from Lafayette College.
Joseph T. Pisula has served as a Director of SSE Telecom, Inc. since March 1995.
Mr. Pisula is the President of Network Imaging Corporation, a developer of
enterprise level client server software. Mr. Pisula is also a Principal
Consultant of Focus Enterprises, Inc., a management consulting firm. From
April 1993 until June 1994, Mr. Pisula was Chairman and Chief Executive Officer
of Digital Transmission Systems Inc., a telecommunications equipment
manufacturer. Mr. Pisula received his Master's Degree with dual majors in
Marketing and Finance from the University of Rochester and his Bachelor of
Science in Electrical Engineering from the University of Pittsburgh.
Frederick C. Toombs has served as a Director of SSE Telecom, Inc. since October
1989. Mr. Toombs is President of the Company and SSE Technologies Inc. Mr.
Toombs joined the Company in 1988 following the acquisition of the satellite
product line of Avantek, Inc. He has over fifteen (15) years of experience in
finance and operations in a high-tech manufacturing environment. Mr. Toombs
received a B.S. in Accounting from Long Beach State University and a Master's
Degree in Business Administration from the University of Santa Clara.
Frank S. Trumbower has served as a Director of SSE Telecom, Inc. since March
1995. Prior to rejoining the board, Mr. Trumbower served as a Director of SSE
Telecom, Inc. from April 1989 to February 1994 and was President of the Company
from 1990 until February 1994. He is the President of Cambridge Technology
Partners, Inc., a venture firm. Mr. Trumbower is an investor in a variety of
early stage businesses. He received his Ph.D and M.Sc. in Economics from the
London School of Economics where he was a British Marshall Scholar.
Eric H. van der Kaay has served as a Director of SSE Telecom, Inc. since May
1993. He is President of the Allen Telecom Group, a major supplier of
components and systems for the mobile communications market. Previously, he was
President and Chief Executive Officer of Millitech Corporation, a manufacturer
of millimeterwave components and systems. From 1984 to 1988, he was Senior Vice
President and Telecommunications Group Executive of Avantek, Inc. He received
his Bachelor's Degree from Sir George Williams University.
Olin L. Wethington has served as a Director of SSE Telecom, Inc. since February
1994. Mr. Wethington is a partner in the law firm of Steptoe & Johnson. With
the exception of a three year period, he has been associated with that law firm
from 1985 to present. During 1991 and until January 1993, Mr. Wethington was
the Assistant Secretary for International Affairs at the U.S. Department of the
Treasury. Prior to that, he served as Special Assistant to the President and
Executive Secretary to the Economic Policy Council at the White House. His law
practice is focused on international corporate and finance transactions,
particularly related to emerging countries. Mr. Wethington is a graduate of the
University of Pennsylvania and Harvard Law School.
4
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
"FOR" EACH NAMED NOMINEE
INFORMATION ABOUT THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
The Board of Directors met a total of six (6) times (including regularly
scheduled and special meetings) during fiscal 1995. Each incumbent director,
with the exception of Mr. Ergen and Mr. van der Kaay attended at least seventy-
five percent (75%) of the aggregate of the total number of meetings of the Board
of Directors (held during the period for which he has been a director.) Mr.
Ergen and Mr. van der Kaay attended sixty-seven percent (67%) of the aggregate
of the total number of meetings of the Board of Directors (held during the
period for which he has been a director.) Each incumbent director attended at
least seventy-five percent (75%) of the total number of meetings held by all
committees of the Board on which each member served (held during the period for
which he has been a director.)
The Company has two standing Committees of the Board, an Audit Committee and a
Compensation Committee.
The responsibilities of the Audit Committee include (1) reviewing and consulting
with the independent auditors concerning the Company's financial statements,
accounting and financial policies, and internal controls; (2) reviewing the
scope of the independent auditors' activities and the fees; and (3) maintaining
good communications on accounting matters among the Committee, the Company's
independent auditors and the Company's management.
The responsibilities of the Compensation Committee are to review the Company's
compensation philosophy; to recommend to the Board of Directors the total
compensation to be paid to the president and the executive vice presidents of
SSE Technologies and SSE Telecom; to approve the form and terms of all incentive
and stock option plans; and to prepare the Compensation Committee Report.
COMPENSATION OF DIRECTORS
Directors that are not employees of SSE Telecom receive cash compensation for
(i) each meeting of the board attended in person or by teleconference, which
extends for more than four hours, at the rate of $750 for each meeting, and (ii)
any other board meeting over two hours in length, at the rate of $250 for each
meeting. Directors are reimbursed for expenses incurred in attending meetings.
The following table lists all options and warrants granted to directors of SSE
Telecom that are not employees of the Company:
<TABLE>
<CAPTION>
EXERCISE GRANT
DIRECTOR OPTIONS WARRANTS PRICE DATE
<S> <C> <C> <C> <C>
Charles Ergen 10,000 $7.38 3/28/95
Joseph Pisula 10,000 $7.38 3/28/95
Frank Trumbower 10,000 $7.38 3/28/95
Erik van der Kaay 5,000 $4.75 5/7/93
Erik van der Kaay 5,000 $6.25 7/22/94
Erik van der Kaay 5,000 $8.00 7/20/95
Olin Wethington 10,000 $9.35 2/10/94
Olin Wethington 5,000 $6.25 7/22/94
Olin Wethington 5,000 $8.00 7/20/95
</TABLE>
Mr. Moore, a Director of the Company and a general partner of Venture America,
received a warrant to purchase 50,000 shares of common stock at an exercise
price of $2.88 per share as of August 31, 1992. The warrant has a term of 5
years and related to Mr. Moore's ongoing support of the Company. In addition,
through December 31, 1993, and prior to his employment as an Officer of the
Company, Mr. Moore received payment of $5,000 per month for his ongoing support
and services rendered as acting Chief Financial Officer.
5
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
The Securities and Exchange Commission has promulgated rules in respect to
disclosure requirements relating to executive compensation. The following
tables are in a form mandated by these rules.
SUMMARY COMPENSATION TABLE
The following table shows, as to the Chief Executive Officer and each of the
four other most highly compensated executive officers whose salary plus bonus
exceeded $100,000 during the last fiscal year, information concerning
compensation paid for services to the company in all capacities during the
fiscal year ended September 30, 1995, as well as total compensation paid to each
such individual for the Company's previous two fiscal years.
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
- --------------------------------------------------------------------- ------------
All Other
Salary Bonus Options Compensation
Name and Principal Position Year ($) ($) (#) ($)
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Frederick C. Toombs (6) 1995 $171,539 $21,750 (9) -- $ 9,729 (1)
President, 1994 $140,913 $38,775 40,000 $ 9,729 (1)
SSE Telecom, Inc. 1993 $123,689 $31,000 -- $20,826 (2)
President, SSE Technologies, Inc.
Frank J. Peternell 1995 $128,766 $14,012 (9) -- $11,156 (1)
Executive Vice President 1994 $112,008 $ 8,271 6,000 $11,276 (1)
SSE Technologies, Inc. 1993 $103,699 $21,733 -- $10,758 (4)
Robert C. Witwer 1995 $111,372 $13,581 (9) -- $ 5,757 (1)
Vice President of Operations 1994 $105,515 $23,884 13,000 $ 5,762 (1)
SSE Technologies, Inc. 1993 $ 98,682 $19,000 -- $ 5,585 (3)
Robert J. Hamilton 1995 $100,448 (5) $11,888 (9) -- $12,588 (8)
Vice President of Engineering 1994 $ 94,906 $18,052 13,000 --
SSE Technologies, Inc. 1993 $ 96,087 $16,200 -- --
Daniel E. Moore 1995 $133,552 $16,380 (9) -- $17,590 (7)
Chief Financial Officer 1994 $ 90,000 (5) -- 50,000 --
SSE Telecom, Inc.
</TABLE>
(1) Includes car allowance and employee insurance benefits
(2) Includes accrued vacation payout ($10,661), car allowance ($9,032) and
reimbursement of personal travel expense ($1,133)
(3) Car allowance
(4) Includes car allowance ($9,625) and reimbursement of personal travel
expense ($1,133)
(5) Employed by SSE Technologies for less than a full year
(6) Mr. Toombs was appointed President of SSE Telecom, Inc. in February 1994;
prior to that he was Chief Operating Officer
(7) Includes car allowance reimbursement for two years, fiscal 1994 and 1995
(8) Accrued vacation payout and employee insurance benefits
(9) Bonus payments relate to fiscal year 1994
6
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The following table shows, as to individuals named in the Summary Compensation
table above, information concerning stock options exercised during the fiscal
year ended September 30, 1995.
<TABLE>
<CAPTION>
Value of Unexercised
Number of Unexercised in-the-Money Options
Options at Fiscal Year End at Fiscal Year End ($) (2)
Shares
Acquired
on Value
Exercise Realized
Name (#) ($) (1) Exercisable Unexercisable Exercisable Unexercisable
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Robert J. Hamilton 25,000 $112,500 -- -- $ -- $ --
Daniel E. Moore -- -- 12,500 37,500 $29,688 $89,063
Frank J. Peternell -- -- 1,500 4,500 $ 3,563 $10,688
Frederick C. Toombs -- -- 20,000 30,000 $78,700 $71,250
Robert C. Witwer -- -- 10,250 9,750 $20,844 $23,156
- ----------------------------------------------------------------------------------------------------------
</TABLE>
(1) Market value of underlying securities based on the closing price of the
Company's Common Stock on the date of exercise minus the exercise price.
(2) Market value of underlying securities based on the closing price of the
Company's Common Stock on September 29, 1995, (the last trading day prior
to September 30, 1995) on the NASDAQ National Market System of $8.375
minus the exercise price.
EMPLOYMENT AGREEMENTS
The Company has employment agreements with Mr. Toombs, Mr. Peternell and Mr.
Moore. The agreements provide, among other things, for payment of an amount
equal to their then current annual base salary in the event the Company
terminates employment associated with the sale of the Company. Payment equal to
half of their then current annual salary will be provided in the event the
Company terminates employment other than for just cause and not associated with
the sale of the Company. The severance is paid in monthly installments and
benefits are continued during the payment period. In addition, the employment
agreements of Mr. Toombs and Mr. Peternell provide for a bonus of up to $300,000
each, and Mr. Moore's employment agreement provides for a bonus of up to one
times his then current annual salary, in the event that the Company is sold at a
certain stock price.
7
<PAGE>
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
OVERVIEW AND PHILOSOPHY
The Compensation Committee (the "Committee") of the Board of Directors is
composed of three directors, two outside directors and one former outside
director who joined the Company as an officer in February 1994. The Committee
administers the Company's Executive Compensation Program. Participants in the
Executive Compensation Program in 1995 were Frederick Toombs, Frank Peternell
and Daniel Moore. The Committee is responsible for developing and making
recommendations to the Board with respect to the Company's executive
compensation policies including the amounts and forms of compensation. In
addition, the Committee is responsible for making annual recommendations to the
Board for the compensation to be paid to the President and/or Chief Executive
Officer as well as each executive officer of the Company.
The objectives of the Company's Executive Compensation Program are to provide
the following:
-Levels of compensation that are competitive with those
provided in the industry and market in which the Company competes for
its executive resources,
-Annual incentive compensation that varies with the financial performance
of the Company, and rewards corporate and individual performance, and
-Long-term incentives which align the interests of management with those of
the shareholders.
EXECUTIVE OFFICER COMPENSATION PROGRAM
The Company's Executive Compensation program is composed of base salary, annual
cash incentive compensation, long-term incentive compensation principally in the
form of stock options, and various other customary benefits. To align pay with
performance, a portion of compensation is contingent upon the overall financial
performance of the company as well as individual achievement of objectives that
positively impact the financial performance of the Company.
BASE SALARY
Officers' base salaries are reviewed annually by the Committee based on the
results achieved by each officer relative to that officer's assigned goals and
with regard to competitive salary practices of other similar employers. In
general, the Committee believes that base salaries should approximate to those
in the upper quartile range of competitive base salaries.
ANNUAL INCENTIVE COMPENSATION
The purpose of the Company's incentive compensation plan is to provide a direct
financial incentive in the form of an annual cash bonus to executives to achieve
the Company's annual profit and operational goals. These objectives are
developed in conjunction with management and approved by the Committee near the
beginning of each year and are based upon financial plans and budget approved by
the Board. For the last three (3) fiscal years, corporate earnings per share
("EPS") and the operating income of SSE Technologies Inc. were the primary
measures of performance.
8
<PAGE>
STOCK OPTION PLAN
The stock option plan is the Company's principal long-term incentive plan for
executive officers and key managers. The objectives of the program are to align
executive and shareholder long-term interests by creating a strong and direct
link between executive compensation and shareholder return, and to enable
executives to develop and maintain a significant, long-term ownership position
of the Company's common stock. The Company believes that stock options, better
than other long-term incentives, create a mutuality of interest between the
management and shareholders because stock options provide value to the optionee
only if the stock price increases.
Stock options are granted at an option price equal to the fair market value of
the Company's common stock on the date of grant, and have a five (5) year term
and generally vest ratably over a four-year period. Options are granted at the
market value of common shares on the date of grant so as to provide a reward
only for future stock appreciation. This long-term program encourages equity
ownership through stock options and aligns the interests of management with
those of shareholders.
BENEFITS
The Company provides benefits to the executive officers that are generally
available to all management employees. The amount of perquisites, as determined
in accordance with the rules of the Securities and Exchange Commission relating
to executive compensation, did not exceed 10% of total salary and bonus for
fiscal 1995 for any executive officer.
REPORT SUMMARY
The Committee has reviewed the total compensation of the President of the
Company and the four highest paid executive officers in fiscal 1995, Frederick
C. Toombs, Frank J. Peternell, Robert C. Witwer, Robert J. Hamilton and Daniel
E. Moore and has concluded that their compensation is reasonable and consistent
with the Company's compensation philosophy and industry practice.
The foregoing report of the Compensation Committee shall not be deemed
incorporated by reference by any general statement incorporating by reference
the Proxy Statement into any filing under the Securities Act of 1933 or the
Securities Exchange Act of 1934, except to the extent that the Company
specifically incorporates this information by reference and shall not otherwise
be deemed filed under the Act.
SUBMITTED BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
Erik H. van der Kaay Frank S. Trumbower Daniel E. Moore
9
<PAGE>
STOCK PERFORMANCE GRAPH
The following graph shows a five-year comparison of cumulative total returns as
illustrated by the price of the Company's common stock, the NASDAQ Market Index
and a peer group index that includes the securities of companies such as
California Microwave, Inc., Datron Systems Inc., and Scientific-Atlanta, Inc. in
the radio and TV communication equipment SIC code number 3663, each of which
assumes reinvestment of dividends.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG SSE TELECOM INC, INDUSTRY INDEX AND BROAD MARKET
PERFORMANCE GRAPH APPEARS HERE
<TABLE>
<CAPTION>
Measurement Period SSE INDUSTRY BROAD
(Fiscal Year Covered) TELECOM INC INDEX MARKET
- --------------------- ----------- --------- ------
<S> <C> <C> <C>
Measurement Pt- 1991 $100 $100 $100
FYE 1992 $ 67.39 $114.15 $ 98.34
FYE 1993 $195.65 $226.22 $127.89
FYE 1994 $106.52 $243.62 $135.34
FYE 1995 $145.65 $330.76 $164.32
</TABLE>
The information for this chart was provided by Media General Financial Services,
P.O. Box 85333, Richmond, VA. 23293
10
<PAGE>
PROPOSAL 2
RATIFICATION OF SELECTION OF AUDITORS
The Board of Directors has selected Ernst & Young LLP as the Company's
independent auditor for the fiscal year ending September 28, 1996, and has
further directed that the selection of independent auditors be submitted for
ratification by the shareholders at the Annual Meeting. Ernst & Young LLP has
audited the Company's financial statements since 1989.
Stockholder ratification of the selection of Ernst & Young LLP as the Company's
independent auditor is not required by the Company's by-laws or otherwise.
However, the Board is submitting the selection of Ernst & Young LLP to the
shareholders for ratification as a matter of good corporate practice. If the
shareholders fail to ratify the selection, the Board will reconsider whether or
not to retain that firm. Even if the selection is ratified, the Board in its
discretion may direct the appointment of a different independent auditor at any
time during the year if the Board determines that such a change would be in the
best interests of the Company and its shareholders.
The affirmative vote of the holders of a majority of the shares represented and
voting at the meeting will be required to ratify the selection of Ernst & Young
LLP.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 2
11
<PAGE>
CERTAIN SHAREHOLDERS
The following table sets forth information as of January 12, 1996, regarding
securities ownership, by (i) each person who is known by the Company to own
beneficially more than 5% of the Company's outstanding common stock, (ii) each
executive officer named in the Summary Compensation Table, (iii) the directors
and nominees individually, and (iv) all executive officers and directors as a
group.
COMMON STOCK BENEFICIALLY OWNED
<TABLE>
<CAPTION>
NUMBER PERCENT
<S> <C> <C>
Frank S. Trumbower, Director (1) 855,720 15.5%
Venture America (2) 805,971 14.6%
Kennedy Capital Management, Inc. 298,995 5.4%
Frederick C. Toombs, President and Director (3) 187,737 3.4%
Frank J. Peternell, Vice President, SSE Technologies (4) 137,090 2.5%
Daniel E. Moore, Executive Vice President
and Director (5) 110,411 2.0%
Olin L. Wethington, Director (6) 15,000 *
Robert C. Witwer, Vice President, SSE Technologies (7) 10,250 *
Erik H. van der Kaay, Director (8) 7,500 *
Joseph T. Pisula, Director 0 *
Charles W. Ergen, Director (9) 0 *
Directors and Executive Officers
as a Group (11 persons) (10) 1,346,875 24.3%
</TABLE>
* Represents less than 1% of the outstanding shares.
1. Includes 197,827 shares that are owned by Mr. Trumbower's spouse, as to
which Mr. Trumbower disclaims beneficial ownership. Additionally, includes
16,667 shares owned by Prescap Limited Partnership of which Mr. Trumbower is
a general partner, 27,000 shares owned by Avenel Capital Management
Corporation, a company controlled by Mr. Trumbower, and 105,000 shares owned
by Prinz Corporation, a company controlled by Mr. Trumbower. Does not
include shares that are owned by his adult children and grandchildren, as to
which Mr. Trumbower disclaims beneficial ownership.
2. Venture America includes the following Limited Partnerships- Fund III,
Services, and Management, which hold 748,771, 55,000, and 2,200 shares
respectively. These Limited Partnerships are commonly managed by a general
partnership of which Mr. Moore is one of two general partners.
3. Includes exercisable options for 20,000 shares.
4. Includes exercisable options for 1,500 shares.
5. Includes exercisable warrants for 50,000 shares and exercisable option for
12,500 shares.
6. Includes exercisable warrants for 5,000 shares and exercisable options for
10,000 shares.
7. Includes exercisable options for 10,250 shares.
8. Includes exercisable warrants for 5,000 shares and exercisable options for
2,500 shares.
9. Does not include $8,750,000 of debentures owned by EchoStar Communications
Corporation which are convertible into shares at $12 per share.
10. Includes the Directors and Officers named in the table, and G. Donald
Markle, Secretary, who holds 16,000 shares and Reba I. Witwer, Assistant
Secretary, who holds exercisable options for 7,167 shares.
12
<PAGE>
STOCKHOLDER PROPOSALS
Proposals of Shareholders that are intended to be presented at the Company's
1996 Annual Meeting of Shareholders (the "1996 Annual Meeting") must be received
by the Company no later than December 13, 1996, in order to be included in the
proxy statement and proxy relating to the 1996 Annual Meeting.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires the Company's officers and directors,
and persons who own more than ten percent (10%) of a registered class of the
Company's equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission and with the National
Association of Security Dealers, Inc. 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) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that Form 5 was not
required for those persons, the Company believes that, during the period October
1, 1994 through September 30, 1995, all filing requirements applicable to its
officers, directors and greater than ten percent (10%) beneficial owners were
complied with.
FINANCIAL AND OTHER INFORMATION
The following documents or portions of documents filed by the Company with the
Securities and Exchange Commission is incorporated by reference in the Proxy
Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1995, which contains financial statements and related schedules
for the Company's latest fiscal year and certain other information regarding the
Company.
(b) All other reports pursuant to Section 13(a) or 15(d) of the Exchange
Act since the end of the Company's fiscal year ended September 30, 1995.
OTHER BUSINESS
The Board of Directors knows of no other business that will be presented for
consideration at the Annual Meeting. If other matters are properly brought
before the meeting, it is the intention of the persons named in the accompanying
proxy to vote the shares represented thereby on such matters in accordance with
their best judgment.
BY ORDER OF THE DIRECTORS
G. DONALD MARKLE
SECRETARY
January 29, 1996
13
<PAGE>
PROXY SSE TELECOM, INC. PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Daniel E. Moore, Frederick C. Toombs and Eric H.
van der Kaay, and each of them, with full power of substitution, attorneys and
proxies to appear and vote, as indicated on the reverse side of this proxy card,
all of the shares of Common Stock of SSE Telecom, Inc. that the undersigned
would be entitled to vote at the annual meeting of stockholders of SSE Telecom,
Inc. to be held on March 26, 1996, and at any and all reconvened sessions
thereof. The Board of Dirctors recommends a vote FOR the following items:
(CONTINUED AND TO BE SIGNED ON THE OTHER SIDE)
<PAGE>
[_]Please mark your
votes as in this
example
1.Election
of
Directors
FOR ALL NOMINEES WITHHOLD
except as marked to AUTHORITY Nominees: Charles W. Ergen
the contrary to vote for all nominees Daniel E. Moore
[_] [_] Joseph T. Pisula
Frederick C. Toombs
Frank S. Trumbower
Erik H. van der Kaay
Olin L. Wethington
(INSTRUCTION: To withhold authority to vote for any
individual nominee or nominees, write that nominee's
name in the space below.)
- ----------------------------------------------------
FOR AGAINST ABSTAIN
2. RATIFICATION OF SELECTION OF ERNST & [_] [_] [_]
YOUNG LLP AS INDEPENDENT AUDITORS
In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the meeting or any reconvened session thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE
MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER.
IF NO DIRECTION IS MADE, THE PROXY WILL BE VOTED "FOR" THE
NOMINEES FOR DIRECTOR AND "FOR" PROPOSAL 2.
SIGNATURE DATE
------------------------------------ -------------------------
PRINT NAME DATE
----------------------------------- -------------------------
(INSTRUCTION: Please sign proxy exactly as your name(s) appear(s) on the
envelope addressed to you containing the Proxy Statement.
When signing as attorney, executor, administrator, trustee
or guardian, please also give your full title. If shares are
held jointly EACH holder should sign.)
