SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934
(Amendment No. )
Filed by the Registrant <checked-box>
Filed by a party other than the Registrant <square>
Check the appropriate box:
<square> Preliminary Proxy Statement
<square> Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
<checked-box> Definitive Proxy Statement
<square> Definitive Additional Materials
<square> Soliciting Material Pursuant to <square> <section>240.14a-11(c)
or <square> <section>240.14a-12
DBS INDUSTRIES, 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):
<checked-box> No fee required
<square> 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:_________________________________________
<square> Fee paid previously with preliminary materials.
<square> 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>
To the Stockholders of DBS Industries, Inc.:
You are invited to attend the Annual Meeting of the Stockholders of DBS
Industries, Inc. ("DBSI") which will be held on May 13, 1997 at 2:00 p.m. (PDT)
at Embassy Suites Hotel, 101 McInnis Road, San Rafael, California 94903.
The accompanying Notice of the Annual Meeting of the Stockholders and Proxy
Statement contain the matters to be considered and acted upon, and you should
read such material carefully.
The Proxy Statement contains information about the nominee for election as a
Director and the proposal to amend DBSI's Certificate of Incorporation to
reduce the number of authorized shares.
We hope you will be able to attend the meeting, but, if you cannot do so, it is
important that your shares be represented. Accordingly, we urge you to mark,
sign, date and return the enclosed proxy promptly. You may, of course,
withdraw your proxy if you attend the meeting and choose to vote in person.
Sincerely,
Fred W. Thompson
Chairman and President
April 22, 1997
<PAGE>
DBS INDUSTRIES, INC.
100 Shoreline Highway, Suite 190A
Mill Valley, CA 94941
(415) 380-8055
NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 13, 1997
NOTICE IS HEREBY GIVEN that the Annual Meeting of the Stockholders of DBS
Industries, Inc., a Delaware corporation ("DBSI"), will be held on May 13, 1997
at 2:00 p.m. (PDT), at Embassy Suites Hotel, 101 McInnis Road, San Rafael,
California 94903, for the following purposes, which are more completely
discussed in the accompanying Proxy Statement:
1. To elect a new director to hold office for a three year term ending at the
Annual Meeting of Stockholders in 2000 and until his successor is elected
and qualified;
2. To amend the Certificate of Incorporation to reduce the number of DBSI's
authorized shares; and
3. To transact such other business as may properly come before the meeting or
any adjournments thereof.
Only stockholders of record at the close of business on April 9, 1997 are
entitled to notice of and to vote at the Annual Meeting of the Stockholders.
BY ORDER OF THE BOARD OF DIRECTORS
Fred W. Thompson
Chairman and President
April 22, 1997
YOU ARE CORDIALLY INVITED TO ATTEND DBSI'S ANNUAL MEETING OF STOCKHOLDERS. IT
IS IMPORTANT THAT YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN.
EVEN IF YOU PLAN TO BE PRESENT AT THE ANNUAL MEETING, YOU ARE URGED TO
COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY PROMPTLY IN THE ENVELOPE
PROVIDED. IF YOU ATTEND THIS MEETING, YOU MAY VOTE EITHER IN PERSON OR BY
PROXY. ANY PROXY GIVEN MAY BE REVOKED BY YOU IN WRITING OR IN PERSON AT ANY
TIME PRIOR TO THE EXERCISE THEREOF.
<PAGE>1
PROXY STATEMENT
of
DBS INDUSTRIES, INC.
100 Shoreline Highway, Suite 190A
Mill Valley, CA 94941
(415) 380-8055
INFORMATION CONCERNING THE SOLICITATION
This Proxy Statement is furnished to the stockholders of DBS Industries, Inc.
("DBSI") in connection with the solicitation of proxies on behalf of DBSI's
Board of Directors for use at DBSI's Annual Meeting of the Stockholders (the
"Meeting") to be held on May 13, 1997 at 2:00 p.m. (PDT), at Embassy Suites
Hotel, 101 McInnis Road, San Rafael, California 94903, and at any and all
adjournments thereof. Only stockholders of record on April 9, 1997 will be
entitled to notice of and to vote at the Meeting.
The proxy solicited hereby, if properly signed and returned to DBSI and not
revoked prior to its use, will be voted at the Meeting in accordance with the
instructions contained therein. If no contrary instructions are given, each
proxy received will be voted "FOR" the nominee for the Board of Directors,
"FOR" the proposal to reduce DBSI's authorized shares and, at the proxy
holders' discretion, on such other matters, if any, which may come before the
Meeting (including any proposal to adjourn the Meeting). Any shareholder
giving a proxy has the power to revoke it at any time before it is exercised by
(i) filing with DBSI Industries, Inc. written notice of its revocation
addressed to Secretary, DBSI Industries, Inc., 100 Shoreline Highway, Suite
190A, Mill Valley, CA 94941, (ii) submitting a duly executed proxy bearing a
later date, or (iii) appearing in person at the Meeting and giving the
Secretary notice of his or her intention to vote in person.
DBSI will bear the entire cost of preparing, assembling, printing and mailing
proxy materials furnished by the Board of Directors to stockholders. Copies of
proxy materials will be furnished to brokerage houses, fiduciaries and
custodians to be forwarded to beneficial owners of the common stock. In
addition to the solicitation of proxies by use of the mail, some of the
officers, directors, employees and agents of DBSI may, without additional
compensation, solicit proxies by telephone or personal interview, the cost of
which DBSI will also bear.
This Proxy Statement and form of proxy were first mailed to stockholders on or
about April 22, 1997.
RECORD DATE AND VOTING RIGHTS
DBSI is currently authorized to issue up to 100,000,000 shares of common stock,
par value $0.0004, and 5,000,000 shares of preferred stock, par value $0.0004.
As of April 9, 1997, 5,821,003 shares of common stock were issued and
outstanding. No shares of preferred stock are outstanding. Each share of
common stock shall be entitled to one vote on all matters submitted for
stockholder approval, including the election of a director. The record date
for determination of stockholders entitled to notice of, and to vote at the
Meeting, is April 9, 1997. DBSI's Certificate of Incorporation does not
provide for cumulative voting.
<PAGE>2
One-third (1/3) of the shares of common stock of DBSI entitled to vote must be
represented in person or by proxy at the Meeting to constitute a quorum for the
transaction of business. Directors shall be elected by a plurality of the
votes of common shares present in person or represented by proxy at the Meeting
and entitled to vote on the election of directors. The affirmative vote of a
majority of the outstanding common stock is necessary to approve Proposal Two.
Under Delaware law, abstentions and broker non-votes shall be counted for
purposes of determining quorum. Broker non-votes, however, will not be counted
for purposes of calculating voting power, but abstentions will be counted
towards calculating voting power.
PROPOSAL ONE
ELECTION OF A DIRECTOR
GENERAL INFORMATION
DBSI adopted staggered terms for its Board of Directors at the 1996 Annual
Stockholders Meeting. Directors of the first class will serve until the 1997
Annual Meeting of Stockholders or until their successors are elected.
Directors of the second class will serve until the 1998 Annual Meeting of
Stockholders or until their successors have been elected, and directors of the
third class will serve until the 1999 Annual Meeting of Stockholders or until
their successors have been elected. At the Meeting, stockholders will be asked
to elect the first class of directors to serve until the 2000 Annual Meeting of
Stockholders. Mr. Bruce Christopher, the current first class director, is not
standing for re-election. The Board has nominated Mr. Jerome W. Carlson for
the first class of directors.
NOMINEE FOR DIRECTOR
The nominee for director has consented to being named a nominee in this Proxy
Statement and has agreed to serve as a director if elected at the Annual
Meeting. In the event that the nominee is unable to serve, the persons named
in the proxy have discretion to vote for other persons if such other persons
are designated by the Board of Directors. The Board of Directors has no reason
to believe that the nominee will be unavailable for election. The director who
is elected shall hold office for three years as set forth under Article VIII of
the Restated Certificate of Incorporation of August 12, 1996, or until his or
her successor is elected and qualified.
The following sets forth the person nominated by the Board of Directors for
election as director and certain information with respect to that person.
Nominee Age Term
Jerome W. Carlson 60 1997-2000
BACKGROUND OF NOMINEE
JEROME W. CARLSON is currently President of Raljer, Inc., management consulting
firm, and has held that position since January 1995. Previously, from 1984 to
1995, Mr. Carlson was the Chief Financial Officer, Vice President of Finance
and Corporate Secretary for Triad Systems Corporation in Livermore, California.
<PAGE>3
Mr. Carlson has over twenty years experience with Hewlett Packard Company, in
various general management and corporate finance positions. Since 1995,
Raljer, Inc., has assisted a range of businesses in developing and achieving
their strategic and tactical goals in several industries. Mr. Carlson is also
an active director and advisor in several private companies. He holds a B.S.
degree from the University of California at Davis and an M.B.A. from the
Stanford Graduate School of Business.
VOTE REQUIRED
The plurality of votes of common shares present in person or represented by
proxy and entitled to vote on the election of directors is required to elect
the nominee.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING FOR THE NOMINEE FOR THE
ELECTION OF DIRECTOR
PROPOSAL TWO
AMENDMENT TO CERTIFICATE OF INCORPORATION
REDUCING THE NUMBER OF AUTHORIZED SHARES
The Board of Directors has concluded that it would be advisable to amend DBSI's
Certificate of Incorporation to reduce the authorized number of shares of
Common Stock from 100,000,000 to 20,000,000. The purpose of the amendment is
to reduce DBSI's franchise taxes in the State of Delaware. The Delaware
Franchise Tax is determined by a formula based on the assets of a company and
its authorized number of common and preferred stock. This method of
calculation has resulted in a substantial tax burden on DBSI.
DBSI is currently authorized to issue up to 100,000,000 shares of common stock,
$0.0004 par value, of which 5,821,003 shares were issued and outstanding on
April 9, 1997. The proposed amendment will not change the number of
outstanding shares, although as a result of the proposed amendment fewer shares
would be available for future issuance.
Article V, Section 5.01(a) of DBSI's Certificate of Incorporation
presently reads as follows:
The aggregate number of shares which DBSI shall have authority to
issue is ONE HUNDRED AND FIVE MILLION (105,000,000). ONE HUNDRED
MILLION (100,000,000) shares shall be designated "Common Stock" and
shall have a par value of $.0004. Five Million (5,000,000) shares
shall be designated "Preferred Stock" and shall have a par value of
$.0004. All shares of DBSI shall be issued for such consideration,
expressed in dollars, as the Board of Directors may, from time to
time, determine.
<PAGE>4
If the Amendment as proposed to the stockholders is approved, Article V,
Section 5.01(a) of the Certificate of Incorporation will be amended to read as
follows:
The aggregate number of shares which DBSI shall have authority to
issue is TWENTY- FIVE MILLION (25,000,000). TWENTY MILLION
(20,000,000) shares shall be designated "Common Stock" and shall have
a par value of $.0004. Five Million (5,000,000) shares shall be
designated "Preferred Stock" and shall have a par value of $.0004.
All shares of DBSI shall be issued for such consideration, expressed
in dollars, as the Board of Directors may, from time to time,
determine.
The foregoing proposed amendment to the Certificate of Incorporation was
unanimously adopted by the Board of Directors who directed that it be submitted
for stockholder approval at the annual meeting. The amendment will not result
in any changes to the issued and outstanding shares of DBSI and will only
affect the number of shares which may be issued by DBSI. The terms of the
shares of Common Stock before and after the proposed amendment will be the same
and the proposed amendment will not affect any stockholders' proportionate
equity interest in DBSI or the rights, preferences or privileges of any
stockholder. If at any time the Board of Directors shall determine that
additional authorized shares are necessary, the Certificate of Incorporation
may be further amended, after receiving the required stockholder approval, to
increase the number of authorized shares. However, DBSI does not anticipate
that such an increase will be necessary in the foreseeable future.
DBSI estimates that without the proposed amendment it will pay approximately
$39,000 in Delaware Franchise Taxes for the present year. If the authorized
shares are reduced as proposed, DBSI expects to reduce its taxes to
approximately $10,000 for future years and by a pro rata amount for the present
year.
VOTE REQUIRED
The affirmative vote of a majority of the common stock represented and voting
at the Meeting is necessary to approve the Amendment to the Certificate of
Incorporation.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING FOR THE AMENDMENT TO THE
CERTIFICATE OF INCORPORATION
<PAGE>5
DIRECTORS AND EXECUTIVE OFFICERS
IDENTIFICATION OF DBSI'S DIRECTORS AND EXECUTIVE OFFICERS
The directors and executive officers of DBSI, their ages, positions held, and
duration as such, are as follows:
<TABLE>
<CAPTION>
NAME POSITION AGE PERIOD
<S> <C> <C> <C>
Fred W. Thompson Chairman of the Board, President, 54 December 1992-present
Chief Executive Officer and
Chief Financial Officer November 1993-present
Michael T. Schieber Director 57 December 1992-present
Secretary
Bruce Christopher Director 42 August 1994-present
E.A. James Peretti Director, President and 54 February 1996-present
Chief Executive Officer, GEMS
H. Tate Holt Director 45 February 1996-present
</TABLE>
CERTAIN SIGNIFICANT EMPLOYEES
While the following person does not serve as a director or executive officer of
DBSI, he does serve as an executive officer or director of DBSI's subsidiary
and is considered to be a significant employee of that subsidiary.
<TABLE>
<CAPTION>
NAME POSITION AGE PERIOD
<S> <C> <C> <C>
Randall L. Smith Exec Vice-President, Chief Engineer 42 January 1996 - present
Director of GEMS
President and Director of GEMS July 1995 - January 1996
President of JPS July 1993 - June 1995
</TABLE>
BACKGROUND OF PRESENT DIRECTORS AND EXECUTIVE OFFICERS
FRED W. THOMPSON, serves as CHAIRMAN OF THE BOARD, PRESIDENT, AND CEO of DBSI.
Mr. Thompson also serves as a member of the Board of Directors of Continental
Satellite Corporation and is vice-president of E-Sat, Inc. He has over thirty
years' experience in the telecommunications industry. From 1983 to 1986, Mr.
Thompson managed Inter Exchange Consultants, Inc., a company he founded,
providing management, design and engineering services for initial cellular
telephone operations in New York City, San Francisco, Los Angeles and other
major cities in the U.S. From 1986 to 1990, Mr. Thompson devoted his time to
consulting on various telecommunication matters as an independent contractor.
His career of over 20 years with AT&T included various management
<PAGE>6
positions in the Long Lines Department, Western Electric Company, Bell Labs and
with several operating telephone companies. Mr. Thompson received a BS degree
in Electrical Engineering from California Polytechnic.
MICHAEL T. SCHIEBER, DIRECTOR, has served as a Director of DBSI since December
1992. He has served as the Managing General Partner of ZAMSTL Partners, a real
estate development firm in Washington State since June 1991 and has also served
since 1986 as a Director on the Executive Board of Sterling Communications, the
winner of a rural cellular telephone license for Sun Valley, Idaho. From 1987
to December 1992, Mr. Schieber was the Managing Partner of Amador
Telecommunications and since 1990 has been a partner in Columbia
Communications, both investors in nation-wide paging licenses. Mr. Schieber
also holds minority interests in two Illinois cellular telephone licenses. He
retired from the Department of Fisheries with the State of Washington in May
1993 where he had served as a civil engineer since 1984. He is also a retired
Air Force Major and Command Pilot. Mr. Schieber received an MA degree in
International Relations and Government from the University of Notre Dame, a BS
in Engineering from the Air Force Academy, and a BA in Business from The
Evergreen State College.
BRUCE CHRISTOPHER, DIRECTOR, has been working as a marketing consultant over
the past seven years. Mr. Christopher has been instrumental in raising
capital, attracting technology partners and generating business plans for
several technology based start-up companies. He started his career in 1977
working in various Sales and Marketing roles beginning with IBM, Texas
Instruments, and Hewlett-Packard Company. Mr. Christopher has been a key
contributor to the successful launching, managing and selling of companies such
as Mountain Computer, Inc., Micro Integration Corp., and Mass Memory
Technology. His management efforts have been utilized as the Vice President of
North American Sales at Anamartic Ltd. and North American Sales Manager at
Ferranti Electronics Ltd. For the past nine years, Mr. Christopher has been
working as a sales and marketing consultant to various start-up companies in
Silicon Valley and is currently setting up a new company to provide engineering
services and chip design consulting services in Los Gatos, California. Mr.
Christopher graduated with a BS degree in Psychology from California Lutheran
University.
E.A. JAMES PERETTI, DIRECTOR appointed in February 1996, and President and
Chief Executive Officer of Global Energy Metering Service, Inc., a wholly owned
subsidiary of DBSI. Previously, Mr. Peretti served as President of
Westinghouse Electric Supply Company (WESCO), a business unit of Westinghouse
Electric Corp. He also served as a Vice President and officer of Westinghouse
Electric Corp. During his 30 year tenure with WESCO, Mr. Peretti also held
positions as Vice President and General Manager of its Pacific Division. Mr.
Peretti holds a BS degree from Purdue University in Electrical Engineering and
an MBA from the University of Hawaii.
H. TATE HOLT, DIRECTOR appointed in February 1996, is currently President of
Holt & Associates, a growth management consulting firm and has held that
position since July 1990. Previously, from 1987 to 1990, Mr. Holt was a Senior
Vice President at Automatic Data Processing, Inc. in Roseland, New Jersey and
Santa Clara, California. Mr. Holt has over twenty years of experience in
various senior sales, marketing and general management positions with IBM,
Triad Systems, and ADP. He has participated in major restructuring and
strategic planning in these and other companies. Since 1990, Holt & Associates
has assisted its clients in developing and achieving aggressive growth targets,
<PAGE>7
both domestically as well as internationally. Mr. Holt is also an active
director of several private and publicly traded companies including Onsite
Energy. Mr. Holt holds an AB from Indiana University.
RANDALL L. SMITH, EXECUTIVE VICE PRESIDENT AND CHIEF ENGINEER OF GLOBAL ENERGY
METERING SERVICE, INC. joined DBSI in July 1993 as President of JPS Systems,
Inc. Mr. Smith has been a key person in the research and development of
providing worldwide turnkey services to utilities, gas and oil well operators,
and bulk energy distributors and users for the measurement, transmissions and
processing of wellhead data. During 14 years at PG&E, his experience included
being the Project Manager for the energy gas and electric automation throughout
PG&E, automatic meter reading and time use control, real-time pricing, tamper
detection, and distribution generation dispatch. He formulated strategic and
financial justification, planned the implementation of systems, and presented
technological advancements regarding distribution automation at PG&E and
throughout the utility industry. Prior to that, he was a Gas and Electric
Engineering Supervisor, controlling an $18 million annual budget, and was the
project manager of the Cell Net project, a joint venture with Digital
Automation Company which was the forerunner of the Energy Communication Network
Project. Mr. Smith is a licensed professional engineer in California and
received a BS degree in Electrical Engineering from Michigan Technological
University.
FAMILY RELATIONSHIPS
There are no family relationships between any director, executive officer or
key employee.
BOARD OF DIRECTORS
The Board of Directors held 6 meetings during the year ended December 31, 1996,
and each director attended all meetings.
COMMITTEES OF THE BOARD
During the year ended December 31, 1996, the Board has a nominating committee
which consisted of Messrs. Holt, Christopher and Thompson and a compensation
committee which consisted of Messrs. Holt, Peretti and Christopher. The Board
also has an audit committee which consisted of Messrs. Schieber and Peretti.
The primary function of the audit committee is to review the scope and results
of audits by DBSI's independent accountants and the cost of accounting
services.
The nominating committee assists in the process of officer and director
nominations.
The compensation committee administers DBSI's 1996 Stock Option Plan and
approves compensation, remuneration and incentive arrangements for DBSI's
officers.
<PAGE>8
EXECUTIVE COMPENSATION
COMPENSATION OF DIRECTORS
Non-employee directors do not receive any direct compensation; however,
directors do receive stock options.
CASH COMPENSATION
The following table provides certain summary information for the year ended
December 31, 1996, concerning compensation in excess of $100,000 paid or
accrued by DBSI and its subsidiary to or on behalf of DBSI's executives and/or
employees.
<TABLE>
<CAPTION>
<PAGE>
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term
Compensation
<S> <C> <C> <C> <C> <C>
Other Securities
Annual Underlying
Compensa- Options{(2)}
Name and Principal Year Salary Bonus tion{(1)}
Position
Fred W. Thompson 1996 $180,000{(3)} $ 4,245 312,500
CEO 1995{(4)} $ 30,000 $ 2,577 4,500
1995 $ 72,000 $ 6,521 0
E.A. James Peretti 1996 $155,000 $ 971 375,000
CEO GEMS
Randall Smith 1996 $125,000 $ 2,216 125,000
Executive VP.
</TABLE>
(1) Consists entirely of payment of insurance premiums
(2) Common stock of DBS Industries, Inc.
(3) $72,000 paid in cash, $108,000 deferred pending board authorization
(4) For the transition period from August 1, 1995 to December 31, 1995
COMPENSATION PURSUANT TO STOCK OPTION PLAN
DBSI has established a 1996 Stock Option Plan (the "Plan") to serve as a
vehicle to attract and retain the services of key employees and to help
such key employees realize a direct proprietary interest in DBSI. The
Plan provides for the grant of non-statutory and incentive stock options.
The exercise price of any incentive stock option granted under the Plan
may not be less than 100% of the fair market value of the common stock of
DBSI on the date of grant. The fair market value for which an option may
be granted incentive stock options in any calendar year may not exceed
$100,000. Shares subject to options under the Plan may be purchased for
cash. Unless otherwise provided by the Board, an option granted under
<PAGE>9
the Plan is exercisable for a term of ten years (or for a shorter period
up to ten years). The Plan is administered by the Board of Directors and
its Compensation Committee, which has discretion to determine optionees,
the number of shares to be covered by each option, the exercise schedule,
and other terms of the options. The Plan may be amended, suspended, or
terminated by the Board, but no such action may impair rights under a
previously granted option. Each option is exercisable, during the
lifetime of the optionee, only so long as the optionee remains employed
by DBSI. No option is transferable by the optionee other than by will or
the laws of descent and distribution.
DBSI intends to file one or more registration statements on Form S-8
under the Securities Act to register shares of common stock subject to
stock options that will permit the resale of such shares, subject to
vesting restrictions with DBSI.
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
<S> <C> <C> <C> <C>
Number of % of Total
Securities Options Granted
Underlying Options to Employees in Exercise or Base
Name Granted Fiscal Year Price ($/Sh)* Expiration
1996 Date
Fred W. Thompson 312,500 31.1% $5.20 Jan 2006
President, CEO
E.A. James Peretti 375,000 37.32% $5.20 Jan 2006
CEO GEMS
Randall Smith 125,000 12.44% $5.20 Jan 2006
Exec VP GEMS
</TABLE>
*Reflects exercise price on December 31, 1996. The exercise price was
amended to $1.4375 in February 1997. The Company will be amending its Form
10-KSB for the year ended December 31, 1996 to replace the table which
presently appears on page 12 of the Form 10-KSB with the table above.
<PAGE>10
FISCAL YEAR-END OPTION VALUES
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Exercisable/Unexercisable Exercisable/Unexercisable
Name Options at December 31, 1996 Options at December 31, 1996
Fred W. Thompson 87,315 / 244,685 $0 / $0
President, CEO
E.A. James Peretti 150,000 / 225,000 $0 / $0
CEO GEMS
Randall Smith 72,016 / 91,734 $27,520* / $32,480*
Exec. VP GEMS
*Reflects exercise price of $2.00 per share on December 31, 1996. The
exercise price was amended to $1.4375 per share in February 1997.
EMPLOYMENT AGREEMENTS WITH EXECUTIVE OFFICERS
Mr. Thompson entered into an employment agreement with DBSI on April 18, 1996
effective January 1, 1996. His annual salary under this agreement is
$180,000, and includes an option to purchase 312,500 shares of DBSI's common
stock. DBSI has maintained a key person insurance policy on Mr. Thompson's
life in the face amount of $2,000,000 and is the sole beneficiary of such
policy. DBSI also entered into new employment contracts with E.A. James
Peretti, CEO of GEMS, and Randall Smith, Executive VP of GEMS and Chief
Engineer. Their compensation agreements included $155,000 annual salary and
375,000 stock options for Mr. Peretti, and $125,000 annual salary and 125,000
stock options for Mr. Smith.
PRINCIPAL STOCKHOLDERS
As of April 9, 1997, the persons listed in the table set forth below
were known by DBSI to own or control beneficially more than five percent of
DBSI's outstanding Common Stock, par value $.0004 per share. The table also
sets forth the total number of shares of these securities owned by each
director, director nominee and officer of DBSI and of all directors, director
nominees and officers as a group as of April 9, 1997, and all options and
warrants exercisable through May 30, 1997.
<PAGE>11
Name and Address of Beneficially and Percent
Beneficial Owner Record Owned of Class
Fred W. Thompson 766,313{(1)} 11.9%
109 William Avenue
Larkspur, CA 94939
Michael T. Schieber 371,559{(2)} 5.8%
5520 Beverly Drive NE
Olympia, WA 98506
E. A. James Peretti 225,000{(3)} 3.5%
8613 Paradise Lagoon Drive
Lucerne, CA 95458
Bruce Christopher 195,409{(4)} 3.0%
4892 Ironwood Drive
Soquel, CA 95073
H. Tate Holt 87,629{(5)} 1.4%
240 Wilson Way
Larkspur, CA 94939
Jerome W. Carlson 0 0%
95 Mt. Vernon Lane
Atherton, CA 94027
Officers, Directors and Nominees as a 1,645,910 25.6%
Group (6 persons)
(1) Includes (i) 599,558 held in Thompson 1996 Revocable Trust, and
(ii) options to purchase 156,250 shares at $1.4375 expiring on
January 1, 2006, and 3,551, 3,044, and 2,535, and 1,375 common shares
exercisable at $1.58 per share and expiring February 8, 1999,
February 8, 1999, February 15, 2000, and December 31, 2000, respectively.
(2) Includes (i) 285,625 shares held jointly with spouse, Arlene Schieber,
(ii) 8,575 held solely by Mr. Schieber, (iii) 1,075 held solely by Ms.
Schieber, of which shares Mr. Schieber disclaims beneficial ownership,
and (iv) options to purchase 6,250, 13,750, 6,250, 12,534, and 37,500
common share all exercisable at $1.4375 per share which expire on
November 22, 2003, February 15, 2005, December 31, 2005, February 15,
2006, and April 30, 2006, respectively.
(3) Options to purchase 225,000 common shares exercisable at $1.4375 per
share, which expire January 1, 2006.
(4) Includes (i) 136,000 held jointly with spouse, Christy Hertzberg, and
(ii) options to purchase 9,375, 12,534, and 37,500 common shares
exercisable at $1.4375 per share which expire December 31, 2005,
February 15, 2006, and April 30, 2006, respectively.
(5) Includes (i) 4,821 held solely by Mr. Holt, and (ii) options to purchase
7,808, 37,500, and 37,500 common shares all exercisable at $1.4375 per
share which expire on December 15, 2006, April 30, 2006, and April 30,
2006, respectively.
<PAGE>12
OTHER MATTERS
RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
Coopers & Lybrand has served as DBSI's independent accountant since August
1994. DBSI has had no disagreements with the accountants on accounting and
financial disclosures. For the calendar year 1997, the Board of Directors
expects to retain Coopers & Lybrand but may seek competitive bids for its
annual audit. A representative of Coopers & Lybrand may be present at the
1997 Annual Meeting of Stockholders to be available to respond to appropriate
questions from stockholders.
OTHER MATTERS
The Board of Directors of DBSI knows of no other matters that may or are
likely to be presented to the Meeting. However, if additional matters are
presented at the Meeting, the persons named in the enclosed proxy will vote
such proxy in accordance with their best judgment on such matters pursuant
to the discretionary authority granted to them by the terms and conditions of
the proxy.
SHAREHOLDER PROPOSALS
Shareholder proposals to be included in DBSI's Proxy Statement and Proxy for
its 1998 Annual Meeting must meet the requirements of Rule 14a-8 promulgated
by the Securities and Exchange Commission ("SEC") and must be received by
DBSI no later than December 1, 1997.
ADDITIONAL INFORMATION
A copy of DBSI's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1996, containing DBSI's 1996 audited financial statements,
including the report of its independent public accountants, accompanies this
Proxy Statement. Upon receipt of a written request, DBSI will furnish to any
stockholder, without charge, an additional copy of DBSI's 1996 Form 10-KSB.
Stockholders should direct any request to DBS Industries, Inc., 100 Shoreline
Highway, Suite 190A, Mill Valley, CA 94941, Attention: Secretary.
DBSI INDUSTRIES, INC.
By Order of the Board of Directors
Fred W. Thompson
Chairman and President
Mill Valley, California
April 22, 1997
<PAGE>
DBS INDUSTRIES, INC.
100 Shoreline Highway, Suite 190A
Mill Valley, CA 94941
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Fred W. Thompson and Michael T. Schieber, and
each of them, as proxies with the power to appoint his or their successor,
and hereby authorizes them to represent and to vote, as designated below, all
the shares of common stock of DBS INDUSTRIES, INC. ("DBSI"), held of record
by the undersigned on April 9, 1997, at the Annual Meeting of Stockholders to
be held on May 13, 1997, at 2:00 p.m. (PDT), at Embassy Suites Hotel,
101 McInnis Road, San Rafael, California 94903 and at any and all
adjournments thereof.
1. Election of Director to serve until the Annual Meeting of Stockholders
for the Year 2000.
FOR Jerome W. Carlson _____ WITHOUT AUTHORITY ____
2. Approval of the Amendment to Certificate of Incorporation reducing the
number of Authorized Shares of Common Stock to 20 million.
FOR _____ AGAINST _____ ABSTAIN _____
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSALS 1 AND 2.
Please sign exactly as your name appears on your share certificates. When
shares are held by joint tenants, all joint tenants should sign. When
signing as attorney, executor, administrator, trustee or guardian, please
give full title as such. If the signatory is a corporation, please sign
the full corporate name by the president or another authorized officer. If
the signatory is a partnership, please sign in the partnership name by an
authorized person.
__________________________________ __________________________________
Name (Print) Name (Print) (if held jointly)
Dated: _________ __________________________ ____________________________
Signature Signature (if held jointly)
__________________________ ____________________________
(Address) (Address)
__________________________ ____________________________
(City, State, Zip) (City, State, Zip)
I will ___ attend the meeting.
Number of persons to attend _____.
I will not ___ attend the meeting.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
