CONCEPTRONIC INC / DE, DEF 14A, 1997-04-03

CONCEPTRONIC INC / DE
DEF 14A, 1997-04-03
SPECIAL INDUSTRY MACHINERY, NEC

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<PAGE> 1

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
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))

CONCEPTRONIC, INC.
(Name of Registrant as Specified In Its Charter)

CONCEPTRONIC, INC.
(Name of Person(s) Filing Proxy Statement)

PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[ ] No fee required.
[x] 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: Common
Stock, $.01 par value per share

2) Aggregate number of securities to which transaction applies: 3,271,326

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): As set forth in greater
detail in the definitive proxy statement of Conceptronic, Inc. for its
1997 Annual Meeting of Stockholders, and pursuant to Rule 0-11(c)(2) of
the Securities Exchange Act of 1934, as amended, Conceptronic has proposed
to transfer all of its operating assets to a wholly-owned subsidiary.
Conceptronic's total assets at December 31, 1997 were $10,465,029, 1/50th
of one percent of which is $2,095

4) Proposed maximum aggregate value of transaction: $10,465,029

5) Total fee paid: $2,095

[ ] 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:

- --------------------------------------------------------------------------------
<PAGE> 2
CONCEPTRONIC, INC.
ONE CHURCH STREET
ROCKVILLE, MARYLAND 20850
----------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 9, 1997
-----------------------------------------

To the Stockholders of Conceptronic, Inc.:

NOTICE IS HEREBY GIVEN that an Annual Meeting of Stockholders (the
"Meeting") of Conceptronic, Inc. (the "Company") will be held on May 9, 1997 at
11:00 a.m., local time, in the Jaymont Auditorium at 780 Third Avenue, New York,
New York, for the following purposes:

1. To elect seven directors to serve for a term ending at the 1998 Annual
Meeting;

2. To amend the Company's Certificate of Incorporation, as amended, to
increase the number of authorized shares of the Company's Common Stock, $.01 par
value per share (the "Common Stock"), from 15,000,000 to 20,000,000;

3. To amend the Conceptronic, Inc. 1991 Stock Option Plan, as amended, to
increase the number of shares of Common Stock issuable thereunder from 625,000
to 1,200,000;

4. To reorganize the Company into a new holding company structure through
the transfer of all of the operating assets and liabilities of the Company to a
new wholly-owned subsidiary of the Company;

5. To amend the Company's Certificate of Incorporation, as amended, to
change the corporate name of the Company to "Arguss Holdings, Inc.";

6. To ratify the selection of KPMG Peat Marwick LLP as independent auditors
for the Company for the fiscal year ending December 31, 1997; and

7. To transact such other business as may properly come before the Meeting
or any adjournment or postponement thereof.

Only holders of record of outstanding shares of Common Stock of the Company
at the close of business on April 1, 1997 will be entitled to notice of, and to
vote at, the Meeting or any adjournment or postponement thereof.

By Order of the Board of Directors

William D. Gray
Secretary and Treasurer
Rockville, Maryland
April 1, 1997

YOUR VOTE IS IMPORTANT. TO VOTE YOUR SHARES, PLEASE MARK, SIGN AND DATE THE
ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN THE ENCLOSED RETURN ENVELOPE, WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.

<PAGE> 3

CONCEPTRONIC, INC.
ONE CHURCH STREET
ROCKVILLE, MARYLAND 20850
----------------------------------
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 9, 1997
-----------------------------------

INTRODUCTION

This Proxy Statement is being furnished to stockholders of Conceptronic,
Inc., a Delaware corporation (the "Company"), in connection with the
solicitation of proxies by the Board of Directors of the Company for use at the
Annual Meeting of Stockholders to be held on Friday, May 9, 1997, at 11:00 a.m.,
local time, in the Jaymont Auditorium at 780 Third Avenue, New York, New York,
and any adjournment or postponement thereof (the "Meeting").

At the Meeting, stockholders will be asked to consider and vote upon six
proposals: (1) the election of seven directors to serve until the 1998 Annual
Meeting (the "Election of Directors"), (2) the amendment of the Company's
Certificate of Incorporation, as amended (the "Certificate of Incorporation"),
to increase the number of authorized shares of the Company's Common Stock, $.01
par value per share (the "Common Stock"), from 15,000,000 to 20,000,000 (the
"Increase in Capitalization"), (3) the amendment of the Conceptronic, Inc. 1991
Stock Option Plan, as amended (the "Stock Option Plan"), to increase the number
of shares of Common Stock issuable thereunder from 625,000 to 1,200,000 (the
"Increase in Stock Options"), (4) the reorganization of the Company into a new
holding company structure by the transfer of all of the operating assets and
liabilities of the Company to a new wholly-owned subsidiary of the Company (the
"Reorganization"), (5) the amendment of the Company's Certificate of
Incorporation to change the corporate name of the Company to "Arguss Holdings,
Inc." (the "Change of Name") and (6) the ratification of the selection of the
Company's independent auditors (the "Ratification of Auditors").

This Proxy Statement is dated April 1, 1997 and is first being mailed to
stockholders along with the related form of proxy on or about April 2, 1997.

If a proxy in the accompanying form is properly executed and returned to
the Company in time for the Meeting and is not revoked prior to the time it is
exercised, the shares represented by the proxy will be voted in accordance with
the directions specified therein for the matters listed on the proxy card.
Unless the proxy specifies that it is to be voted against or is an abstention on
a listed matter, proxies will be voted FOR the Election of Directors, FOR the
Increase in Capitalization, FOR the Increase in Stock Options, FOR the
Reorganization, FOR the Change of Name and FOR the Ratification of Auditors and
otherwise in the discretion of the proxy holders as to any other matter that may
come before the Meeting.

REVOCABILITY OF PROXY

Any stockholder of the Company who has given a proxy has the power to
revoke such proxy at any time before it is voted either (i) by filing a written
revocation or a duly executed proxy bearing a later date with William D. Gray,
Secretary and Treasurer of the Company, at Conceptronic, Inc., One Church
Street, Rockville, Maryland 20850, or (ii) by appearing at the Meeting and
voting in person. Attendance at the Meeting will not in and of itself constitute
the revocation of a proxy. Voting by those present during the Meeting will be by
ballot.

RECORD DATE, OUTSTANDING SECURITIES AND VOTES REQUIRED

The Board of Directors of the Company has fixed the close of business on
April 1, 1997 as the record date (the "Record Date") for determining holders of
outstanding shares of Common Stock and Class A Common Stock, $.01 par value per
share (the "Class A Common Stock"), who are entitled to notice of and to vote at
the Meeting. As of the Record Date, there were approximately 145 stockholders of
record and 3,271,326 shares of Common Stock and 4,000,000 shares of Class A
Common Stock issued and outstanding. Each share of Common Stock is entitled to
one vote on each of the proposals set forth herein. Pursuant to

<PAGE> 4

the terms of the Certificate of Designation setting forth the rights and
preferences of the Class A Common Stock (the "Certificate of Designation"), each
share of Class A Common Stock is entitled to one vote with the Common Stock on
the Increase in Capitalization, the Increase in Stock Options, the Change of
Name and the Ratification of Auditors. Shares of Class A Common Stock are not
entitled to vote on the Election of Directors and the Reorganization.

Abstentions and broker non-votes are counted for purposes of determining
the number of shares represented at the Meeting, but are deemed not to have
voted on the proposals. Broker non-votes occur when a broker nominee, holding
shares in street name for the beneficial owner thereof, has not received voting
instructions from the beneficial owner and does not have discretionary authority
to vote. The Election of Directors requires the affirmative vote of a majority
of the shares of Common Stock present in person or represented by proxy and
voting. The Increase in Stock Options and the Ratification of Auditors require
the affirmative vote of a majority of the shares of Common Stock and Class A
Common Stock, voting together as a class, present in person or represented by
proxy and voting. ACCORDINGLY, ABSTENTIONS, BROKER NON-VOTES OR THE FAILURE TO
EITHER RETURN A PROXY OR TO ATTEND THE MEETING WILL BE DEEMED NOT TO HAVE VOTED
ON THE ELECTION OF DIRECTORS, THE INCREASE IN STOCK OPTIONS AND THE RATIFICATION
OF AUDITORS. Under applicable Delaware law, the Increase in Capitalization and
the Change of Name require the approval of a majority of the outstanding shares
of Common Stock and Class A Common Stock, voting together as a class.
ACCORDINGLY, ABSTENTIONS, BROKER NON-VOTES OR THE FAILURE TO EITHER RETURN A
PROXY OR TO ATTEND THE MEETING WILL EACH HAVE THE SAME EFFECT AS A VOTE AGAINST
THE INCREASE IN CAPITALIZATION AND THE CHANGE OF NAME. Under applicable Delaware
law, the Reorganization requires the approval of a majority of the outstanding
shares of Common Stock. ACCORDINGLY, ABSTENTIONS, BROKER NON-VOTES OR THE
FAILURE TO EITHER RETURN A PROXY OR TO ATTEND THE MEETING WILL EACH HAVE THE
SAME EFFECT AS A VOTE AGAINST THE REORGANIZATION.

The officers and directors of the Company will vote the shares of Common
Stock beneficially owned or controlled by them (representing approximately 18.3%
of the shares of Common Stock issued and outstanding) in favor of the Election
of Directors and the Reorganization, and will vote the shares of Common Stock
and Class A Common Stock beneficially owned or controlled by them (representing
approximately 19.3% of the shares of Common Stock and Class A Common Stock
issued and outstanding) in favor of the Increase in Capitalization, the Increase
in Stock Options, the Change of Name and the Ratification of Auditors.

PROPOSAL NUMBER ONE

ELECTION OF DIRECTORS

The directors of the Company are elected annually and hold office until the
next annual meeting of stockholders and until their successors have been elected
and shall have been qualified. Vacancies and newly-created directorships
resulting from any increase in the number of authorized directors may be filled
by a majority vote of the directors then in office.

The Board of Directors presently consists of seven persons. Each of the
directors was elected as director of the Company at the Company's 1996 Annual
Meeting of Stockholders, with the exception of Messrs. Bosselmann and Winslow.
Mr. Bosselmann and Mr. Winslow were unanimously elected to serve on the Board of
Directors to fill the vacancies caused by the resignations as Director of Edward
J. Furtek and Daniel J. McCarthy, respectively.

On November 20, 1996, the Company sold 4,000,000 shares of Class A Common
Stock through a private placement transaction at a price of $3.00 per share.
Upon the commencement of the private offering, Rainer H. Bosselmann joined the
Company and replaced Garry A. Prime as Chairman of the Company's Board of
Directors and Chief Executive Officer. Mr. Prime continues to be Vice-Chairman
and a Director of the Company. Mr. Bosselmann received the right to designate
one additional nominee to the Company's Board of Directors. In December 1996,
Mr. Bosselmann nominated Peter L. Winslow to the Company's Board of Directors.

Mr. Bosselmann purchased 666,670 shares of Class A Common Stock for a
purchase price of $2,000,010 in the private offering described above. As of
April 1, 1997, Mr. Bosselmann was the beneficial owner of an aggregate of 11.0%
of the shares of Common Stock and Class A Common Stock of the Company (including
currently exercisable options for the purchase of 150,000 shares of Common
Stock).

Unless a stockholder WITHHOLDS AUTHORITY, the holders of proxies
representing shares of Common Stock will vote FOR the election of each of the
nominees listed below. The Board of Directors has no reason to believe that the
nominees will

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<PAGE> 5

decline or be unable to serve as Directors of the Company. However, if a nominee
shall be unavailable for any reason, then the proxies may be voted for the
election of such person as may be recommended by the Board of Directors.

The following table sets forth the age and title of each nominee director
and each executive officer of the Company who is not a director, followed by
descriptions of such person's additional business experience during the past
five years.

<TABLE>
NOMINEES FOR ELECTION AS DIRECTOR
<CAPTION>

Name Age Position
- ---- --- --------
<S> <C> <C>
Rainer H. Bosselmann 54 Chairman of the Board, Chief Executive Officer and Director
Garry A. Prime 54 Vice-Chairman of the Board and Director
William A. Barker 53 Director
James D. Gerson 53 Director
Richard S. Perkins, Jr. 60 Director
John A. Rolls 55 Director
Peter L. Winslow 66 Director
</TABLE>

<TABLE>

EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
<CAPTION>

Name Age Position
- ---- --- --------
<S> <C> <C>
Daniel J. McCarthy 43 President and Chief Operating Officer
H. Haywood Miller III 37 Executive Vice President
Arthur F. Trudel 47 Chief Financial Officer
William D. Gray 44 Secretary and Treasurer
</TABLE>

RAINER H. BOSSELMANN. Mr. Bosselmann has been Chairman of the Board, Chief
Executive Officer and a Director of the Company since October, 1996. Since 1996,
Mr. Bosselmann has served as a principal with Holding Capital Group, Inc., a
firm engaged in mid-market acquisitions and investments. From 1991 through 1995,
Mr. Bosselmann served as the President of Jupiter National, Inc. ("Jupiter
National"), a business development company traded on the American Stock
Exchange. Mr. Bosselmann was formerly Vice Chairman of Johnston Industries, Inc.
a publicly owned diversified textile manufacturer, and Redlaw Industries, Inc.
and Galtaco Inc., both of which are publicly-held holding companies. Mr.
Bosselmann is a past director of Zoll Medical Corporation and numerous private
companies.

GARRY A. PRIME. Mr. Prime has been Vice-Chairman of the Board since 1996
and a Director of the Company since 1993. From 1993 through October 1996, Mr.
Prime served as Chairman of the Board and Chief Executive Officer of the
Company. He has been President of Sontek Industries, Inc., a marketer of medical
devices, since 1986.

WILLIAM A. BARKER. Mr. Barker has served as a Director of the Company since
September 1991. Since 1966, Mr. Barker has held numerous management positions
within Markem Corporation, a privately-held manufacturer of in-plant product
identification machinery, where he is presently Systems Manufacturing Division
Manager.

JAMES D. GERSON. Mr. Gerson has served as a Director of the Company since
January 1992. In October 1995, Mr. Gerson became Manager of the Hudson Capital
Appreciation Fund, an affiliate of Fahnestock & Co. Inc., an investment banking
firm. In March 1993, Mr. Gerson became a Senior Vice President of Fahnestock
Co., Inc. Prior to that time, from January 1992 to March 1993, Mr. Gerson served
as a Senior Vice President of Corporate Finance with the investment banking firm
of Reich & Co., Inc. From 1986 to 1992, Mr. Gerson served as a Vice President of
Corporate Finance for Josephthal Lyon & Ross, Incorporated, an investment
banking firm, and its predecessor companies. Mr. Gerson also serves as a
director of the following public companies: Ag Services of America, Inc., a
distributor of farm inputs; American Power Conversion Corp., a manufacturer of
uninterruptible power supplies; Hilite Industries, Inc., a manufacturer of
automobile components; Energy Research Corp., a developer of advanced power
generation systems; and Computer Outsourcing Services, Inc., a provider of data
processing services.

RICHARD S. PERKINS, JR. Mr. Perkins has served as a Director of the Company
since September 1993. Since 1988, Mr. Perkins has served as a money manager at
Reynders, Gray & Company, Boston.

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<PAGE> 6

JOHN A. ROLLS. Mr. Rolls has served as a Director of the Company since May
1996. Since February 1996, Mr. Rolls has served as President and Chief Executive
Officer of Thermion Systems International, a heating systems company. Prior to
that time, from November 1992 to February 1996, Mr. Rolls was President and
Chief Executive Officer of Deutsche Bank North America and from 1986 to 1992
Executive Vice President and Chief Financial Officer of United Technologies
Corporation.

PETER L. WINSLOW. Mr. Winslow has served as a Director of the Company since
December 1996. Since 1992, Mr. Winslow has been President and Chairman of
Winslow, Evans & Crocker, Inc., a brokerage and financial services company, and
its holding company. Mr. Winslow was also a director of Jupiter National from
1991 to 1996.

DANIEL J. McCARTHY. Mr. McCarthy has served as President and Chief
Operating Officer of the Company since October 1995, as Director from September
1995 through December 1996, and has been with the Company since October 1993.
Prior to that time he was self employed from 1990 to 1993.

H. HAYWOOD MILLER III. Mr. Miller has served as Executive Vice President of
the Company since February 1997. From 1990 to 1997, Mr. Miller was general
counsel and portfolio manager of Jupiter National.

ARTHUR F. TRUDEL. Mr. Trudel has served as Chief Financial Officer of the
Company since March 1997. From October 1988 to March 1997, Mr. Trudel was Senior
Vice President and Chief Financial Officer of JHM Capital Corporation.

WILIAM D. GRAY. Mr. Gray has served as Chief Financial Officer of the
Company since October 1995 and Secretary, Treasurer since June 1993. Prior to
that time he served as Director of Finance since April 1993. From 1982 to 1993,
Mr. Gray held several financial management positions within Teledyne, Inc., a
publicly-held conglomerate.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors has established an Audit Committee and a
Compensation Committee, the current members of each of which are Messrs. Barker,
Gerson and Rolls and an Executive Committee, the current members of which are
Messrs. Bosselmann, Prime and Gerson. The Board of Directors has not established
a Nominating Committee.

The functions of the Audit Committee are to recommend annually to the Board
of Directors the appointment of the independent certified public accountants for
the Company, discuss and review the scope and the fees of the prospective annual
audit and review the results thereof with the independent certified public
accountants, review and approve nonaudit services of the independent certified
public accountants, review compliance with existing major accounting and
financial policies of the Company, review the adequacy of the financial
organization of the Company, and review management's procedures and policies
relative to the adequacy of the Company's internal accounting controls and
compliance with federal and state laws relating to accounting practices.

The functions of the Compensation Committee are to review and determine the
appropriateness of the compensation arrangements of the executive officers of
the Company in light of such factors as individual and Company performance, that
of executive officers of companies in similar industries and of comparable size
and general economic conditions.

The Executive Committee has been authorized to act on behalf of the full
Board of Directors in instances where the convening of the entire Board of
Directors is impractical or when the matter at issue is considered not to
require consideration of the full Board.

During 1996, the Board of Directors held five meetings, and one meeting of
each of the Audit Committee and the Executive Committee was held. The
Compensation Committee did not meet during 1996. During 1996, each Director of
the Company attended at least 75% of the meetings of the Board of Directors and
75% of the meetings of any committee upon which he served.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of its Common
Stock, to file reports of ownership and changes in ownership with the Securities
and Exchange

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<PAGE> 7

Commission (the "Commission"). Officers, directors and greater than ten percent
stockholders are required by the Commission to furnish the Company with copies
of all Section 16(a) forms that they file.

Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no reports on Form 5
were required for those persons, the Company believes that during 1996 all
filing requirements applicable to its officers, directors and greater than ten
percent stockholders were complied with.

-5-

<PAGE> 8

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE
<TABLE>

The following Summary Compensation Table sets forth the cash compensation
and certain other components of the compensation of Rainer H. Bosselmann and
Garry A. Prime, each of whom were the Chief Executive Officers of the Company
during a portion of 1996. No executive officer of the Company exceeded $100,000
in compensation from the Company in 1996.
<CAPTION>

=================================================================================================================================
ANNUAL COMPENSATION
--------------------------------------------
NAME AND PRINCIPAL LONG TERM ALL OTHER
POSITION YEAR SALARY BONUS OTHER COMPENSATION AWARDS COMPENSATION
-------------------
SECURITIES UNDERLYING
OPTIONS
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
RAINER H. BOSSELMANN 1996 $ 9,615 - - 150,000 -
CHAIRMAN OF THE BOARD 1995 - - - - -
AND CHIEF EXECUTIVE 1994 - - - - -
OFFICER(1)
- ---------------------------------------------------------------------------------------------------------------------------------
GARRY A. PRIME 1996 $60,000 - - 40,000 -
VICE CHAIRMAN OF THE 1995 60,000 - - - -
BOARD(2) 1994 60,000 - - - -

=================================================================================================================================
<FN>

(1) Mr. Bosselmann became Chairman of the Board and Chief Executive Officer
of the Company on October 7, 1996. Mr. Bosselmann now receives an annual salary
of $100,000.

(2) Mr. Prime resigned as Chairman of the Board and Chief Executive Officer
of the Company effective October 7, 1996. Mr. Prime remains as Vice Chairman of
the Board of the Company.
</TABLE>

OPTIONS GRANTED IN 1996
<TABLE>

The following table sets forth certain information regarding stock options
granted in 1996 to the two individuals named in the Summary Compensation Table.

======================================================================================================
NAME NUMBER OF % OF TOTAL OPTIONS PER SHARE EXPIRATION MARKET PRICE
SECURITIES GRANTED TO EXERCISE DATE PER SHARE
UNDERLYING EMPLOYEES IN PRICE ON DATE OF
OPTIONS FISCAL YEAR GRANT
GRANTED(1)(2)
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
RAINER H. 150,000 50.4% $3.00 11/25/01 $4.00
BOSSELMANN
- ------------------------------------------------------------------------------------------------------
GARRY 40,000 13.4% $3.00 11/20/06 $4.25
A. PRIME
======================================================================================================

<FN>
(1) All options granted and reported in this table were made pursuant to the
Stock Option Plan and have the following material terms: options may be either
(i) "incentive stock options" under Section 422 of the Internal Revenue Code of
1986, as amended, or (ii) nonqualified stock options; all options expire not
more than ten years from the date of grant, or not more than five years from the
date of grant in the case of incentive stock options granted to an employee
holding 10% or more of the voting stock of the Company.

(2) The value of unexercised options held by Messrs. Bosselmann and Prime at
December 31, 1996 was $496,875 and $235,000, respectively.
</TABLE>

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<PAGE> 9

DIRECTORS' COMPENSATION

Each non-employee director of the Company is entitled to receive $500 for
each meeting of the Board of Directors attended plus expenses. Messrs.
Bosselmann and Prime receive no compensation for their services as Directors.
The Directors receive no compensation for attending Committee meetings.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In connection with the issuance and sale by the Company of 4,000,000 shares
of its Class A Common Stock in a private offering completed in November 1996,
the Company engaged Winslow, Evans & Crocker, Inc. to act as the exclusive
placement agent for the Company. Peter L. Winslow, a Director of the Company, is
the President, Chairman and a significant shareholder of Winslow, Evans &
Crocker, Inc. The Company agreed to pay Winslow, Evans & Crocker, Inc. a fee
consisting of $200,000 and warrants to purchase 100,000 shares of Common Stock.
The warrants are exercisable for four years at $3.00 per share of Common Stock.
Winslow, Evans & Crocker, Inc. subsequently engaged Holding Capital Group, Inc.
to act as a consultant with respect to the private offering. Rainer H.
Bosselmann, the Chairman of the Board, Chief Executive Officer and a Director of
the Company, is a principal with Holding Capital Group, Inc. Upon completion of
the private offering, Winslow, Evans & Crocker, Inc. directed the Company to pay
to Holding Capital Group, Inc., out of the consideration otherwise due to
Winslow, Evans & Crocker, Inc., $170,000 and warrants to purchase 100,000 shares
of Common Stock.

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<PAGE> 10

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

<TABLE>
The following table sets forth certain information with regard to the
beneficial ownership of the Common Stock and Class A Common Stock of the Company
as of April 1, 1997 by (i) each stockholder who is known by the Company to
beneficially own in excess of 5% of the outstanding shares of Common Stock or
Class A Common Stock, (ii) each director, (iii) the Company's Chief Executive
Officer and (iv) the directors and all executive officers as a group. Each share
of Class A Common Stock will automatically convert into one share of Common
Stock on May 25, 1997, unless the Company has entered into a definitive
agreement to sell certain assets prior to that time, in which case the Company
may extend the date of conversion for a period not to exceed an additional two
months.
<CAPTION>

Number of Shares of Number of Shares of Percent of Common
Name and Address Common Stock Percent of Class A Common Stock Stock and Class A
of Beneficial Owner(1) Beneficially Owned Common Stock Beneficially Owned Common Stock (2)
- ---------------------- ------------------ ------------ ------------------ ----------------
<S> <C> <C> <C> <C>
Garry A. Prime 298,848(3) 9.0% 12,666 4.3%

Rainer H. Bosselmann 150,000(4) 4.4% 666,670 11.0%

Richard S. Perkins, Jr 49,000(5) 1.5% - *

William A. Barker 1,000 * - *

James D. Gerson 569,363(6)(7) 17.2% 33,000 8.2%

John A. Rolls 1,000 * - -

Peter L. Winslow - - 34,567(8) *

Sontek Industries, Inc. 251,348 7.7% - 3.5%
20 Pond Park Road
Hingham, MA 02109

Allen Investments II, LLC - - 225,200 3.1%
711 Fifth Avenue
New York, NY 10022

Applewood Associates L.P. - - 333,333 4.6%
68 Wheatley Road
Brookville, NY 11545

TJS Partners, L.P. - - 400,000 5.5%
52 Vanderbilt Avenue
New York, NY 10017
All Directors and Executive 1,018,863(3)(4)(5) 27.6% 802,737 23.7%
Officers as a group (11 persons) (6)(7)
- -----------------
*Less than 1%
<FN>
(1) The address for Messrs. Prime, Bosselmann, Barker, Gerson, Perkins, Rolls
and Winslow is c/o Conceptronic, Inc., One Church Street, Rockville, Maryland
20850.

(2) Pursuant to the rules of the Securities and Exchange Commission, shares of
Common Stock which an individual or group has a right to acquire within 60 days
pursuant to the exercise of options or warrants are deemed to be outstanding for
the purpose of computing the percentage ownership of that individual or group,
but are not deemed to be outstanding for the purpose of computing the percentage
ownership of any other person shown in the table.
</TABLE>

-8-

<PAGE> 11

(3) Includes 251,348 shares of Common Stock owned by Sontek Industries, Inc., of
which Mr. Prime is President, Director and a significant shareholder. Includes
options to purchase 37,500 shares of Common Stock which are presently
exercisable.

(4) Includes options to purchase 150,000 shares of Common Stock held by Mr.
Bosselmann which are presently exercisable. Does not include options to purchase
50,000 shares of Common Stock held by Holding Capital Group, Inc. which are
presently exercisable and of which Mr. Bosselmann is a principal.

(5) Includes 37,000 shares of Common Stock held of record by Mr. Perkins' wife,
in which Mr. Perkins disclaims any beneficial interest.

(6) Excludes 3,000 shares of Common Stock held of record by Mr. Gerson's wife,
as custodian for two minor children, in which Mr. Gerson disclaims any
beneficial interest.

(7) Includes 31,667 shares of Common Stock underlying a currently exercisable
warrant and 251,348 shares of Common Stock held by Sontek Industries, Inc., of
which Mr. Gerson is Chairman of the Board and a significant shareholder.

(8) Includes 1,502 shares of Class A Common Stock held of record by Mr.
Winslow's spouse, in which Mr. Winslow disclaims any beneficial interest.

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<PAGE> 12

PROPOSAL NUMBER TWO

AMENDMENT TO CERTIFICATE
OF INCORPORATION TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK

BACKGROUND

The Company is currently pursuing a strategic plan involving the
diversification of its business through business acquisitions and/or other
investments. Management of the Company believes that this diversification
strategy will provide the potential for growth and profit. In this connection,
on March 5, 1997, the Company acquired White Mountain Cable Construction Corp.
("White Mountain"). White Mountain is engaged in the construction,
reconstruction, maintenance, repair and expansion of communications systems,
cable television and data systems, including providing aerial construction and
splicing of both fiber optic and coaxial cable to major telecommunications
customers. The consideration paid by the Company consisted of cash and shares of
Common Stock of the Company.

THE PROPOSAL

The Certificate of Incorporation of the Company currently authorizes the
issuance of a total of 15,000,000 shares of Common Stock. The Certificate of
Incorporation permits the issuance of one or more classes of Common Stock,
subject to the discretion of the Company's Board of Directors. On April 1, 1997,
the record date, 3,271,326 shares of Common Stock were issued and outstanding,
435,000 shares of Common Stock were reserved for issuance under stock options
granted under the Stock Option Plan (with an additional 300,000 shares reserved
for issuance under stock options granted by the Company but subject to the
proposed amendment to the Stock Option Plan discussed below) and 4,000,000
shares of Class A Common Stock were issued and outstanding, leaving 7,243,674
authorized shares available for future issuance (which includes the 300,000
shares reserved for issuance as discussed above).

The Board of Directors considers the proposed increase in the number of
authorized shares desirable because it would give the Board the necessary
flexibility to issue Common Stock in the future in connection with acquisitions
and other transactions which management believes would provide the potential for
growth and profit and for other general corporate purposes. In order to
accomplish these objectives, the Company is seeking to amend the Certificate of
Incorporation to increase the number of authorized shares of the Company's
Common Stock from 15,000,000 to 20,000,000.

DESCRIPTION OF PROPOSED AMENDMENT

On February 5, 1997 the Board of Directors unanimously adopted a resolution
proposing and declaring the advisability of an amendment to Section 4 of the
Certificate which would effect an increase in the number of authorized shares of
Common Stock from 15,000,000 to 20,000,000. To become effective, the amendment
must also be adopted by the stockholders of the Company. The resolution amending
Section 4 of the Company's Certificate to increase the number of authorized
shares of the Company's Common Stock is set forth on Exhibit A to this Proxy
Statement.

REASONS FOR PROPOSED AMENDMENT

The Board of Directors considers the proposed increase in the number of
authorized shares desirable because it would permit the Board to pursue its
diversification plans on an on-going basis, and would give the Board the
necessary flexibility to issue Common Stock in connection with future
acquisitions, investments and transactions which management believes would
provide the potential for growth and profit. However, no definitive arrangements
have been entered into in connection with any future acquisitions, investments
or other transactions involving the issuance by the Company of shares of its
Common Stock. Notwithstanding the foregoing, with the limited number of shares
currently available, it would be impractical for the Company to evaluate or seek
to consummate business acquisitions or other transactions which, if they could
be accomplished, might enhance stockholder value. Additional authorized shares
could also be used to raise cash through sales of stock to public and private

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<PAGE> 13

investors. If additional shares are available, transactions dependent upon the
issuance of additional shares would be less likely to be undermined by delays
and uncertainties occasioned by the need to obtain prior stockholder
authorization. The ability to issue shares, as deemed in the Company's best
interests by the Board, will also permit the Company to avoid the expenses which
are incurred in holding special stockholders' meetings in the future. The
Company has no current plans for the use of the additional shares which would be
authorized by this amendment.

CERTAIN EFFECTS OF THE PROPOSED AMENDMENT

The issuance of additional shares of Common Stock by the Company may
potentially have an anti-takeover effect by making it more difficult to obtain
stockholder approval of various actions, such as a merger or removal of
management. The amendment to the Certificate of Incorporation, if approved,
could strengthen the position of management and might make the removal of
management more difficult, even if removal would be generally beneficial to the
Company's stockholders. The authorization to issue the additional shares of
Common Stock would provide management with a capacity to negate the efforts of
unfriendly tender offerors through the issuance of securities to others who are
friendly or desirable to management.

The proposed amendment to the Certificate of Incorporation is not the
result of management's knowledge of any specific effort to accumulate the
Company's securities or to obtain control of the Company by means of a merger,
tender offer, proxy solicitation in opposition to management or otherwise. The
Company is not submitting this proposal to enable it to frustrate any efforts by
another party to acquire a controlling interest or to seek Board representation.

The submission of the proposed amendment to the Certificate of
Incorporation is not a part of any plan by the Company's management to adopt a
series of amendments to the Company's Certificate of Incorporation or Bylaws
(the "Bylaws") so as to render the takeover of the Company more difficult.
Management is not aware of the existence of any provisions in the Certificate of
Incorporation or Bylaws having an anti-takeover effect. Those documents do not
contain any provisions which would impose any burden in excess of requirements
imposed by Delaware law upon potential tender offerors or others seeking a
takeover of the Company.

VOTE REQUIRED

As discussed above, to become effective the amendment must be adopted by
the Board of Directors and the stockholders. The Board already has adopted the
amendment. Under Delaware law and the Company's Certificate of Incorporation,
the amendment must be approved by the affirmative vote of the holders of a
majority of the outstanding shares of Common Stock and Class A Common Stock,
voting together as a class.

THE OFFICERS AND DIRECTORS OF THE COMPANY WILL VOTE THE SHARES OF COMMON
STOCK AND CLASS A COMMON STOCK BENEFICIALLY OWNED OR CONTROLLED BY THEM
(REPRESENTING APPROXIMATELY 19.3% OF THE SHARES OF COMMON STOCK AND CLASS A
COMMON STOCK ISSUED AND OUTSTANDING) IN FAVOR OF THE PROPOSED AMENDMENT TO THE
COMPANY'S CERTIFICATE OF INCORPORATION.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE
APPROVAL OF THE AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION
INCREASING THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK TO 20,000,000.

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PROPOSAL NUMBER THREE

AMENDMENT TO STOCK OPTION PLAN

BACKGROUND

On February 5, 1997, the Board of Directors adopted a resolution, subject
to stockholder approval, to amend the Stock Option Plan to increase the number
of shares issuable thereunder from 625,000 to 1,200,000.

The Board of Directors believes that stock options are valuable tools for
the recruitment, retention and motivation of qualified employees, including
officers, and other persons who can contribute materially to the Company's
success. As of April 1, 1997, only 190,000 of the 625,000 shares currently
available for issuance under the Stock Option Plan remained available for
issuance pursuant to new option grants and, in addition, the Company has granted
options for an additional 300,000 shares subject to the adoption of the proposed
amendment to the Stock Option Plan. As discussed above under "PROPOSAL NUMBER
TWO", in connection with the Company's strategic plan to diversify its business,
the Company has recently acquired White Mountain. This acquisition has added
management and non-management employees to the Company's existing workforce. In
addition, the Company may add management and non-management employees as a
result of future business acquisitions or otherwise. The Board of Directors
believes that it is important to have additional shares available under the
Stock Option Plan to provide adequate incentives to the Company's workforce.

The material features of the Stock Option Plan, including the proposed
amendment, are outlined below. The following summary is qualified in its
entirety by reference to the full text of the Stock Option Plan, a copy of which
has been filed with the Securities and Exchange Commission.

PURPOSE

The purpose of the Stock Option Plan is to continue to provide an incentive
to employees, directors, consultants and others who are in a position to
contribute materially to the long term success of the Company, to increase such
person's interest in the Company's welfare and to aid in retaining individuals
with outstanding ability.

ADMINISTRATION

The Plan is administered by the Board of Directors of the Company.

ELIGIBILITY

The Stock Option Plan currently provides for the grant to employees,
officers, directors and consultants of options to purchase up to 625,000 shares
of Common Stock. The proposed amendment would increase the number of shares
issuable upon exercise of options to 1,200,000. Options may be either "incentive
stock options" within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"), or non-qualified options. Incentive stock options
may be granted only to employees of the Company (including directors who are
employees), while non-qualified options may be issued to directors (whether or
not an employee), consultants and other non-employees of the Company. The Board
of Directors of the Company has the authority to determine those individuals who
shall receive options, the time period during which the options may be partially
or fully exercised, the number of shares of Common Stock that may be purchased
under each option and the option price.

TERMS OF OPTIONS

The per share exercise price of the Common Stock subject to an incentive
stock option may not be less than the fair market value of the Common Stock at
the time the option is granted. The per share exercise price of the Common Stock
subject to a non-qualified option may be established by the Board of Directors
of the Company. The aggregate fair market value (determined as of the date the
option is granted) of the Common Stock that first becomes exercisable by any
employee in any one calendar year

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<PAGE> 15

pursuant to the exercise of incentive stock options may not exceed $100,000. No
person who owns, directly or indirectly, at the time of the granting of an
incentive stock option to him, 10% or more of the total combined voting power of
all classes of stock of the Company (a "10% Stockholder") shall be eligible to
receive any incentive stock options under the Plan unless the option price is at
least 110% of the fair market value of the Common Stock subject to the option,
determined on the date of grant.

Options under the Plan must be granted no later than June 22, 2001.
Incentive stock options granted under the Plan cannot be exercised more than ten
years from the date of grant except that incentive stock options issued to a 10%
Stockholder are limited to five year terms. All options granted under the Plan
provide for the payment of the exercise price in cash or by delivery to the
Company of shares of Common Stock already owned by the optionee having a fair
market value equal to the exercise price of the options being exercised, or by a
combination of those methods of payment. Therefore, an optionee may be able to
tender shares of Common Stock to purchase additional shares of Common Stock and
may theoretically exercise all of his stock options with no additional
investment other than his original shares.

TRANSFERABILITY

No stock option may be transferred by an optionee other than by will or the
laws of descent and distribution, and, during the lifetime of an optionee, the
option will be exercisable only by him or her.

TERMINATION OF EMPLOYMENT

In the event of termination of employment of an optionee other than by
death, the option shall be exercisable only to the extent of the purchase rights
which have accrued as of the date of termination, provided that the Board of
Directors may determine that accrued purchase rights shall be deemed to include
additional shares of Common Stock covered by the option and, provided further,
that unless the Board of Directors shall otherwise provide, the remaining
purchase rights shall terminate upon the earlier of the expiration of the
original term or six months after the termination. Upon termination of
employment of an optionee by reason of permanent total disability, his or her
option remains exercisable for one year thereafter to the extent it was
exercisable on the date of such termination.

In the event any options expire or terminate unexercised as to any shares
covered thereby, the shares shall become available once again for the granting
of other options under the Stock Option Plan.

AMENDMENT

The Board of Directors may at any time suspend or terminate the Stock
Option Plan. The Board may also amend the Stock Option Plan at any time
provided, however, that no such amendment, without the approval of the
stockholders, shall increase the maximum number of shares which may be awarded
under the Stock Option Plan, modify the maximum term or minimum price of options
granted under the Stock Option Plan, modify the term of the Stock Option Plan or
change the eligibility requirements of the Stock Option Plan.

FEDERAL INCOME TAX INFORMATION

Options granted under the Stock Option Plan may be either "incentive stock
options," as defined in Section 422 of the Code, or nonstatutory options.

If an option granted under the Stock Option Plan is an incentive stock
option, the optionee will recognize no income upon grant of the incentive stock
option and incur no tax liability due to the exercise unless the optionee is
subject to the alternative minimum tax. The Company will not be allowed a
deduction for federal income tax purposes as a result of the exercise of an
incentive stock option regardless of the applicability of the alternative
minimum tax. Upon the sale or exchange of the shares at least two years after
grant of the option and one year after transfer of the shares to the optionee by
the Company, any gain will be treated as long-term capital gain. If these
holding periods are not satisfied, the optionee will recognize ordinary income
equal to the difference between the exercise price and the lower of the fair
market value of the stock at the date of the option exercise or the sale of the
stock. The Company will be entitled to a deduction in the same amount as the
ordinary income recognized by the optionee. Any gain recognized on such a
premature disposition of the shares in excess of the amount treated as ordinary
income will be

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<PAGE> 16

characterized as capital gain. Currently, the tax rate on net capital gain (net
long-term capital gain minus net short-term capital loss) is capped at 28%.
Capital losses are allowed in full against capital gains plus $3,000 of other
income.

All other options which do not qualify as incentive stock options are
referred to as nonstatutory options. An optionee will not recognize any taxable
income at the time he is granted a nonstatutory option. However, upon its
exercise, the optionee will recognize ordinary income for tax purposes measured
by the then fair market value of the shares over the option price. The income
recognized by an optionee who is also an employee of the Company will be subject
to tax withholding by the Company by payment in cash or out of the current
earnings paid to the optionee. Upon resale of such shares by the optionee, any
difference between the sales price and the exercise price, to the extent not
recognized as ordinary income as provided above, will be treated as capital gain
or loss. Currently, the tax rate on net capital gain (net long-term capital gain
minus net short-term capital loss) is capped at 28%. Capital losses are allowed
in full against capital gains plus $3,000 of other income.

The Company will be entitled to a tax deduction in the same amount as the
ordinary income recognized by the optionee with respect to shares acquired upon
exercise of a nonstatutory option.

The foregoing is only a summary of the effect of federal income taxation
upon the optionee and the Company with respect to the grant and exercise of
options under the Stock Option Plan, does not purport to be complete and
references should be made to the applicable provisions of the Code. In addition,
this summary does not discuss the income tax laws of any municipality, state or
foreign country in which an optionee may reside.

VOTE REQUIRED

To become effective the amendment to the Stock Option Plan must be approved
by the affirmative vote of a majority of the shares of Common Stock and Class A
Common Stock, voting together as a class, present in person or represented by
proxy and voting.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE
APPROVAL OF THE AMENDMENT TO THE STOCK OPTION PLAN TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK ISSUABLE THEREUNDER TO 1,200,000.

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PROPOSAL NUMBER FOUR

TRANSFER BY THE COMPANY ALL OR
SUBSTANTIALLY ALL OF ITS OPERATING ASSETS AND LIABILITIES
TO A WHOLLY-OWNED SUBSIDIARY

BACKGROUND

As discussed above under "PROPOSAL NUMBER TWO", the Company is currently
pursuing a strategic plan involving the diversification of its business. In this
connection, the Company's management has had under review the possible
advantages and disadvantages of pursuing an internal restructuring of the
functions and operations of the Company. In pursuit of this stategy, the Company
effectuated the acquisition of White Mountain by a wholly-owned subsidiary of
the Company, and the operations of White Mountain are now conducted by this
wholly-owned subsidiary. The Company owns all of the outstanding capital stock
of this subsidiary but presently operates its Conceptronic operating assets
directly. In keeping with this strategy of internal restructuring, the Board of
Directors has determined that it would be in the best interests of the Company
and its stockholders for the Board to transfer all or substantially all of the
Company's Conceptronic, Inc. operating assets to a wholly-owned subsidiary which
would also assume all of the liabilities of the Company. The Company would then
change its name to "Arguss Holdings, Inc.", subject to the approval of the
stockholders as discussed below under "PROPOSAL NUMBER FIVE", following which
the newly created wholly-owned subsidiary of the Company would adopt the name
"Conceptronic, Inc." The new holding company structure would afford the
opportunity for increased flexibility in financing and acquisitions and other
investments as well as better define the managerial responsibilities for
different businesses in which the holding company may become engaged. The Board
notes that numerous national and international corporations conduct their
operations through a holding company structure.

THE PROPOSAL

The Board of Directors has determined that it would be in the best
interests of the Company and its stockholders for the Company to transfer all or
substantially all of its operating assets and liabilities to a newly-formed
wholly-owned subsidiary of the Company.

In furtherance of this proposal, the Company is currently pursuing a plan
for diversification of the Company's business through future potential
acquisitions and other transactions which management believes would provide the
potential for growth and profit. In this connection, and as discussed under
"PROPOSAL NUMBER TWO", above, the Company has recently acquired the operations
of White Mountain through a wholly-owned subsidiary. The Board of Directors
currently contemplates that upon the consummation of any additional acquisitions
or other investments, the acquired operations would also be placed into one or
more corporate entities in exchange for the issuance and sale to the holding
company of capital stock constituting all of the outstanding capital stock of
each newly formed subsidiary. Each new subsidiary would consequently become a
wholly-owned subsidiary of the holding company. The holding company's operations
would then be entirely conducted by the newly formed wholly-owned subsidiaries.

The principal executive offices of the Company will continue to be located
at One Church Street, Rockville, Maryland 20850, telephone (301) 315-0027.

The resolution authorizing the Company to transfer all or substantially all
of its operating assets to a newly-formed wholly-owned subsidiary is set forth
on Exhibit B to this Proxy Statement.

REASONS FOR THE RESTRUCTURING PLAN

The transfer of the operating assets and liabilities of the Company to a
new wholly-owned subsidiary and the consequent holding company structure would
permit greater flexibility in the management and financing of new and existing
business operations. The new holding company structure would also facilitate the
Company's entry into new businesses, the disposition of existing businesses and
the formation of joint ventures or other business combinations with third
parties.

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<PAGE> 18

It is contemplated that the restructuring would further the objective of
operating the Company's businesses, and any additional businesses acquired in
the future, on a more self-sufficient, independent economic basis. As a result
of the restructuring, financings could be arranged by one or more of the
separate subsidiaries of the holding company based on their separate cash flows
and creditworthiness. The restructuring would also limit the holding company's
exposure to liability, to the extent provided by law, to the assets of the
subsidiary corporation engaged in the operations which may give rise to such
liability.

In addition, a holding company structure would permit improved delineation
of administrative and other responsibilities within the corporate structure and
would allow a designated group of executive employees to concentrate their
efforts on the concerns of the consolidated enterprise as a whole while at the
same time placing certain definable business functions in separate subsidiaries
and thereby achieving better allocation of responsibilities and more efficient
operation.

As the Company pursues its plan of diversification, the Board of Directors
believes that this holding company structure could result in a number of
significant operational benefits, such as enhancing the effectiveness of
management controls, avoiding duplication of certain costs, and facilitating
more effective monitoring and analysis of certain significant categories of
revenues and expenses. Management of the Company has also considered the
possibility that the more elaborate corporate structure may introduce a certain
amount of added complexity into the administration of the holding company's
affairs, but believes the added administrative and accounting burdens and costs
will be justified by the benefits that may be realized.

CERTAIN EFFECTS OF THE PROPOSED RESTRUCTURING

EFFECT ON STOCKHOLDERS' RIGHTS. The restructuring of the Company into an holding
company will not entail the issuance or redemption of any shares of capital
stock of the Company. The outstanding capital stock of the Company will not be
affected by the proposed internal restructuring. The stockholders of the Company
will continue as stockholders of the holding company, with the same voting,
dividend and liquidation rights and ownership interests as before.

As a result of the restructuring, the stockholders will not directly elect
the directors of any subsidiary. Directors of these subsidiaries will be elected
by the Board of Directors of the holding company, as the holding company will be
the sole stockholder of these subsidiaries. Notwithstanding that fact, however,
the overall management of the affairs and operations of the holding company will
be under the direction of the Board of Directors, who will be elected by the
current stockholders of the Company.

EFFECT ON COMPANY'S FINANCIAL STATEMENTS. For financial accounting and reporting
purposes, the new subsidiaries will be fully consolidated with the holding
company. The net income from the holding company's subsidiaries, reflected as
income on the holding company's consolidated financial statements, will finance
growth or be available for the payment of dividends to the stockholders of the
holding company to the extent the holding company has received dividends or
other distributions from its subsidiaries. The restructuring is not expected to
otherwise have any material financial implications for the Company.

OTHER EFFECTS ON THE COMPANY AND STOCKHOLDERS. Except for the structural changes
described herein, consummation of the proposed internal restructuring is not
expected to result in any material change in the overall operations of the
Company or the location of its facilities. Similarly, the proposed restructuring
will not result in any change in the current membership of the Company's Board
of Directors. Persons who are currently serving as officers and Directors of the
Company may become officers and/or directors of one or more subsidiaries.

As discussed above under "Effect on Stockholders' Rights", stockholders of
the Company will not be entitled to elect the directors of the subsidiaries.
Instead the stockholders of the holding company will elect the Directors of the
holding company, who will have overall responsibility for the management of the
holding company and its wholly-owned subsidiaries, including the Company.
Similarly, the stockholders' statutory right to inspect the books and records of
the holding company under applicable Delaware law may not extend to the books
and records of the Company and any subsidiaries. However, because the holding
company will assume the Company's status as a public company subject to the
reporting requirements of the Securities Exchange Act of 1934, as amended, and
the rules of the National Association of Securities Dealers, Inc., information
regarding the Company and any other subsidiaries of the holding company is
available to stockholders without resort to the statutory right to inspect their
books and records.

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Additionally, stockholders of the holding company will not be entitled to
approve the sale, lease or exchange of all or substantially all of the property
and assets of a subsidiary company unless such sale, lease or exchange involves
property or assets comprising all or substantially all of the property or assets
of the holding company.

While the proposed transfer of the operating assets and liabilities of the
Company to a wholly-owned subsidiary and the implementation of the restructuring
does not create any conflict of interests between the Company and its
stockholders, in the event that any of the subsidiaries, through public or
private sale, should be owned in part by persons other than the holding company
or its stockholders, such conflicts could arise. However, management has no
present intention to effect a public or private sale of a part ownership of any
of the holding company's subsidiaries.

FEDERAL TAX CONSEQUENCES

Any operating assets transferred by the Company to a wholly-owned
subsidiary pursuant to the restructuring proposal will be conveyed to the
appropriate subsidiary on a tax-free basis pursuant to Section 351 of the
Internal Revenue Code of 1986, as amended.

CONDITIONS TO IMPLEMENTATION OF THE RESTRUCTURING PROPOSAL

In addition to being subject to approval of the stockholders and discretion
of the Board of Directors, the proposed transfer of the operating assets and
liabilities of the Company to a wholly-owned subsidiary is subject to the
Company's receipt of all necessary consents of lenders, lessors and other
parties. No federal or state regulatory requirements must be complied with, nor
must any governmental approval be obtained.

VOTE REQUIRED

Under applicable Delaware law, the transfer by the Company of all or
substantially all of its operating assets and liabilities to a wholly-owned
subsidiary requires the approval of a majority of the outstanding shares of
Common Stock.

THE OFFICERS AND DIRECTORS OF THE COMPANY WILL VOTE THE SHARES OF COMMON
STOCK BENEFICIALLY OWNED OR CONTROLLED BY THEM (REPRESENTING APPROXIMATELY 18.3%
OF THE SHARES OF COMMON STOCK ISSUED AND OUTSTANDING) IN FAVOR OF THE TRANSFER
BY THE COMPANY OF ALL OF ITS OPERATING ASSETS AND LIABILITIES TO A WHOLLY-OWNED
SUBSIDIARY.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE
APPROVAL OF THE TRANSFER BY THE COMPANY OF ALL OF ITS OPERATING ASSETS AND
LIABILITIES TO A WHOLLY-OWNED SUBSIDIARY.

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PROPOSAL NUMBER FIVE

AMENDMENT TO CERTIFICATE OF
INCORPORATION TO CHANGE THE
CORPORATE NAME OF THE COMPANY

DESCRIPTION OF PROPOSED AMENDMENT

On February 5, 1997 the Board of Directors unanimously adopted a resolution
proposing and declaring the advisability of an amendment to Section 1 of the
Certificate of Incorporation which would change the corporate name of the
Company to "Arguss Holdings, Inc." To become effective, the amendment must also
be adopted by the stockholders of the Company. The resolution amending Section 1
of the Company's Certificate of Incorporation to change the corporate name of
the Company is set forth on Exhibit C to this Proxy Statement.

As discussed above under "PROPOSAL NUMBER FOUR", the Board of Directors is
proposing to realign the Company's corporate structure to comport with a new
proposed business organization by transferring all of the Company's operating
assets and liabilities to a wholly-owned subsidiary organized for that purpose
with the result that the Company would become a holding company. Approval of the
Reorganization is not a condition precedent to adoption of the proposed name
change.

If the proposed name change is adopted, the Company's Common Stock will be
listed on the NASDAQ SmallCap Market under the name Arguss Holdings, Inc. and
its trading symbol will be changed to "ARGX" in order to reflect the new name.
Furthermore, it is the intent of the Company to use the name Arguss Holdings,
Inc. in its communications with stockholders and the investment community.

If the amendment is adopted, stockholders will not be required to exchange
outstanding stock certificates for new certificates.

If approved by the stockholders, the amendment will become effective upon
filing with the Secretary of State of the State of Delaware of a Certificate of
Amendment to the Company's Certificate of Incorporation, which filing is
expected to take place shortly after the Meeting. However, the Board of
Directors will be authorized, without a further vote of the stockholders, to
abandon the name change and determine not to file the Certificate of Amendment
if the Board concludes that such action would be in the best interests of the
Company and its stockholders. If this proposal is not approved by the
stockholders, then the Certificate of Amendment will not be filed.

VOTE REQUIRED

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE
APPROVAL OF THE AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION CHANGING
THE CORPORATE NAME OF THE COMPANY.

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PROPOSAL NUMBER SIX

RATIFICATION OF INDEPENDENT ACCOUNTANTS

The persons named in the enclosed proxy will vote to ratify the selection
of KPMG Peat Marwick LLP as the Company's independent public accounting firm for
the fiscal year ending December 31, 1997 unless otherwise directed by the
stockholders. A representative of KPMG Peat Marwick is not expected to be
present at the meeting.

STOCKHOLDER PROPOSALS

In order to be considered for inclusion in the Proxy Statement relating to
the 1998 Annual Meeting, any proposal by a record holder of Common Stock must be
received by the Company at its principal offices in Rockville, Maryland on or
before January 2, 1998. A proponent of such a proposal must comply with the
proxy rules under the Securities Exchange Act of 1934, as amended.

SOLICITATION

All costs and expenses associated with soliciting proxies will be borne by
the Company. In addition to the use of the mails, proxies may be solicited by
the directors, officers and employees of the Company by personal interview,
telephone or telegram. Directors, officers and employees will not be
additionally compensated for such solicitation but may be reimbursed for their
out-of-pocket expenses. Arrangements will also be made with custodians, nominees
and fiduciaries for the forwarding of solicitation material to the beneficial
owners of Common Stock and Class A Common Stock and the Company will reimburse
custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses
incurred in connection therewith.

FINANCIAL STATEMENTS

The balance sheets of the Company as of December 31, 1996 and December 31,
1995, the related statements of operations, stockholders' equity and cashflows
and management's discussion and analysis of financial condition and results of
operation for the years then ended, are incorporated herein by reference to the
Company's 1996 Annual Report to Security Holders.

OTHER MATTERS

As of the date of this Proxy Statement, the Board of Directors is not aware
of any other business or matters to be presented for consideration at the
Meeting other than as set forth in the Notice of Meeting attached to this Proxy
Statement. However, if any other business shall come before the Meeting or any
adjournment or postponement thereof and be voted upon, the enclosed proxy shall
be deemed to confer discretionary authority on the individuals named to vote the
shares represented by the proxy as to any such matters.

ANNUAL REPORT ON FORM 10-KSB

THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH BENEFICIAL HOLDER OF ITS
COMMON STOCK AND CLASS A COMMON STOCK ON THE RECORD DATE, UPON THE WRITTEN
REQUEST OF ANY SUCH PERSON, COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996, AS FILED WITH THE COMMISSION. ANY
SUCH REQUEST SHOULD BE MADE IN WRITING TO SECRETARY, CONCEPTRONIC, INC., ONE
CHURCH STREET, ROCKVILLE, MARYLAND 20850.

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<PAGE> 22

EXHIBIT A

RESOLUTION AUTHORIZING THE AMENDMENT
OF THE COMPANY'S
CERTIFICATE OF INCORPORATION

RESOLVED, that the Company increase the number of authorized shares of Common
Stock, $.01 par value per share, from 15,000,000 to 20,000,000 by amending
Section 4 of the Company's Certificate of Incorporation as follows:

The first sentence of Section 4 is hereby amended to read in its entirety
as follows:

4. The total number of shares of stock which the Corporation shall
have authority to issue is twenty-one million (21,000,000), consisting of
twenty million (20,000,000) shares of Common Stock, $.01 par value per
share, and one million (1,000,000) shares of Preferred Stock, $.01 par
value per share.

EXHIBIT B

RESOLUTION AUTHORIZING THE TRANSFER
BY THE COMPANY OF ALL OR SUBSTANTIALLY ALL OF
ITS OPERATING ASSETS AND LAIBILITIES TO A WHOLLY-OWNED SUBSIDIARY

RESOLVED, that the officers of the Company be and they hereby are authorized and
directed to cause the formation of a subsidiary and to effect the transfer of
all or substantially all of the operating assets and the liabilities of the
Company to such new subsidiary in exchange for all of the capital stock of such
subsidiary, and to do and perform all such other acts and things as in their
judgment may be necessary or appropriate to effect the transactions contemplated
by this resolution.

EXHIBIT C

RESOLUTION AUTHORIZING THE AMENDMENT
OF THE COMPANY'S
CERTIFICATE OF INCORPORATION

RESOLVED, that the Company change its corporate name by amending Section 1 of
the Company's Certificate of Incorporation as follows:

Section 1 is hereby amended to read in its entirety as follows:

1. The name of the Corporation is Arguss Holdings, Inc.

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<PAGE> 23

CONCEPTRONIC, INC.

PROXY FOR ANNUAL MEETING OF STOCKHOLDERS MAY 9, 1997
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints William D. Gray and Rainer H. Bosselmann,
and each of them, attorneys with full power of substitution, to vote as directed
below all shares of Common Stock of Conceptronic, Inc. registered in the name of
the undersigned, or which the undersigned may be entitled to vote, at the Annual
Meeting of Stockholders to be held at 780 Third Avenue, New York, New York, on
May 9, 1997, 11:00 a.m. and at any adjournment or postponement thereof.

1. ELECTION OF DIRECTORS

[ ] FOR all nominees listed below (except as marked to the contrary below)

[ ] WITHHOLD AUTHORITY to vote for all listed below
Rainer H. Bosselmann, Garry A. Prime, William A. Barker, James D. Gerson,
Richard S. Perkins, Jr., John A. Rolls, Peter L. Winslow.

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE STRIKE A
LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)

2. APPROVAL OF THE AMENDMENT TO THE CONCEPTRONIC, INC. CERTIFICATE OF
INCORPORATION.