SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(A) of the
Securities Exchange Act of 1934
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))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 14a-11(c) or ss. 14a-12
SSE Telecom, 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.
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to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
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previously. Identify the previous filing by registration statement number,
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SSE TELECOM, INC.
47823 Westinghouse Drive, Fremont, CA 94539
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
March 15, 2000
SUPPLEMENTAL INFORMATION CONCERNING SOLICITATION AND VOTING
This supplemental proposal to the SSE Telecom, Inc. definitive proxy statement
filed with the Securities Exchange Commission on January 21, 2000 is to be voted
on at the Annual Stockholders Meeting on March 15, 2000. The definitive proxy
materials are incorporated herein by reference. The stockholders are urged to
read the proxy materials in their entirety.
PROPOSAL 5
APPROVAL OF ISSUANCE OF STOCK OPTION TO MR. TRUMBOWER
On May 6, 1999 Mr. Frank Trumbower entered into an employment relationship with
the Company and was appointed Chairman of the Board. In this capacity, Mr.
Trumbower has performed valuable services to the Company, including the
development and implementation of its strategic business direction. In order to
induce Mr. Trumbower to accept the employment relationship, the Company granted
Mr. Trumbower a nonqualified stock option to purchase 70,000 shares of the
Company's Common Stock at an exercise price of $1.50 per share. The number of
shares subject to the grant is approximately 1% of the outstanding securities of
the Company. Furthermore, the exercise price exceeded the fair market value of
the Company's Common Stock on the date of the grant. The option was granted
outside of any of the Company's stock option or equity incentive plans. The
option becomes exercisable over four years from date of grant and expires after
10 years. The Board of Directors believes that the continued services of Mr.
Trumbower are necessary in order that the Company successfully complete its
strategic plan.
Mr. Trumbower served as the Company's President and Chief Executive Officer from
1990 to 1994. Because of Mr. Trumbower's previous service, the Company is
required to obtain stockholder approval of the options referenced above. Failure
to obtain stockholder approval could result in the de-listing of the Company's
Common Stock from Nasdaq. Without stockholder approval, the Company would be
required to rescind the option and make alternative arrangements to satisfy any
claim against the Company held by Mr. Trumbower.
The stockholders are requested in Proposal 5 to approve the issuance of the
stock option to Mr. Trumbower. Affirmative vote of the holders of a majority of
the shares present in person or represented by proxy and entitled to vote at the
meeting will be required to approve the grant. Abstentions will be counted
toward the tabulation of votes cast on proposals presented to the stockholders
and will have the same effect as negative votes. Broker non-votes are counted
towards a quorum, but
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are not counted for any purpose in determining whether this matter has been
approved.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE IN FAVOR OF PROPOSAL 5.
By Order of the Board of Directors
/s/ Kenneth Guernsey
Kenneth Guernsey
Secretary
February 7, 2000
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EXHIBIT C
PROXY SSE TELECOM, INC. PROXY
47823 Westinghouse Drive, Fremont, CA 94539
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MARCH 15, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Frank S. Trumbower, Leon F. Blachowicz,
and Larry W. Roberts, and each of them, with full power of substitution,
attorneys and proxies to appear and vote, as indicated on the reverse side, all
of the shares of Common Stock of SSE Telecom, Inc. that the undersigned would be
entitled to vote at the Annual Meeting of the Stockholders of SSE Telecom, Inc.
to be held on March 15, 2000, and at any and all reconvened sessions thereof.
The Board of Directors recommend a vote FOR the following items:
(Continued and to be signed on the other Side)
Please date, sign and mail your
proxy card back as soon as possible!
Annual Meeting of Stockholders
SSE TELECOM, INC.
Please Detach and Mail in the Envelope Provided
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<CAPTION>
<S> <C> <C>
A [X] Please mark your
votes as in this
example.
FOR ALL OF THE WITHHOLD
NOMINEES AUTHORITY Nominees
{as marked to (to vote for all Leon F. Blachowicz FOR AGAINST ABSTAIN
the contrary below) nominees) Frank Trumbower [ ] [ ] [ ]
Daniel E. Moore 2. To approve the Company's
1. To elect [ ] [ ] Joseph T. Pisula 1997 Equity Participation
directors to Lawrence W. Roberts Plan, as amended, to increase
serve for the D. Jonathan Merriman the aggregate number of shares
ensuing year and until their Olin L. Wethington of Common Stock authorized for
successors are elected issuance under such plan by
400,000 shares.
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(INSTRUCTION: To withhold authority to vote for any
individual nominee or nominees, write that nominee's 3. To approve the Company's [ ] [ ] [ ]
name in the space below.) 1997 Directors' Stock Option
Plan, as amended, to increase
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of Common Stock authorized for
issuance under such plan by
100,000 shares, increase the
annual grant from 2,500 shares
of Common Stock to 5,000
shares of Common Stock and
provide for an initial
appointment grant of 10,000
shares of Common Stock.
4. To ratify the selection of [ ] [ ] [ ]
Deloitte & Touche LLP as
independent auditors of the
Company for its fiscal year
ending September 30, 2000.
5. To approve the issuance [ ] [ ] [ ]
of stock option to
Mr. Trumbower
6. To transact such other business as may properly
come before the meeting or any adjournment or
postponement thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN
THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED
STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR THE NOMINEES "FOR" DIRECTOR, "FOR"
PROPOSAL 2, "FOR" PROPOSAL 3, "FOR" PROPOSAL 4,
AND "FOR" PROPOSAL 5.
SIGNATURE___________________________________________________________________________________________ DATE______________________
NOTE: 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.
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