SBS TECHNOLOGIES INC, DEF 14A, 1996-10-18

SBS TECHNOLOGIES INC
DEF 14A, 1996-10-18
INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL

Previous: STANDISH CARE CO, 8-A12B, 1996-10-18

Next: DENDRITE INTERNATIONAL INC, S-8, 1996-10-18

<PAGE>
SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )

/X/ Filed by the Registrant

/ / Filed by a Party other than the Registrant

Check the appropriate box:

/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6 (e) (2) )

/X/ Definitive Proxy Statement

Soliciting Material Pursuant to Rule 14a-11 (e) or Rule 14a - 12

SBS TECHNOLOGIES, INC.

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11 (c) (1) (ii), 14a-6 (i) (1), or
14a-6 (i) (2) or Item 22(a) (2) of Schedule 14A.

/ / $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6 (i) (3).

/ / Fee computed on table below per Exchange Act Rules 14a-6 (i) (4)
and 0-11.

(1) Title of each class of securities to which transaction applies:

------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

------------------------------------------------------------------

<PAGE>

(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 which the filing fee is calculated and state how it was
determined):

------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

------------------------------------------------------------------

(5) Total fee paid:

------------------------------------------------------------------

/ / Fee paid previously with preliminary materials.

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11
(a) (2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

------------------------------------------------------------------

(2) Form, Schedule or Registration Statement No.:

------------------------------------------------------------------

(3) Filing Party:

------------------------------------------------------------------

(4) Date Filed:

------------------------------------------------------------------

<PAGE>

SBS TECHNOLOGIES, INC.
2400 LOUISIANA BLVD. NE
AFC BUILDING 5-600
ALBUQUERQUE, NEW MEXICO 87110
(505) 875-0600

PROXY STATEMENT AND NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 12, 1996

The annual meeting of the shareholders of SBS Technologies, Inc., a New Mexico
corporation, will be held on Tuesday, November 12, 1996, at the Ralph Bunche
Room, 28th Floor, of the Park Hyatt Hotel, One United Nations Plaza, 44th Street
at First Avenue, New York, New York at 8:30 a.m. EST to act upon the following:

(1) To elect Directors;
(2) To ratify selection of auditors;
(3) To consider approval of an amendment to the 1993 Director and Officer
Stock Option Plan to clarify and redefine the membership of the
Committee, redefine the responsibilities of the Committee, to revise
eligibility for grants to appointed Directors, to revise the time of
award of grants to re-elected Directors and to, increase the number of
options received by the Directors, to amend the terms of the exercise
of and payment for the options, to revise transferability provisions,
to make tax withholding optional, and to amend the terms on which the
Plan is to be amended.
(4) To consider ratification of the 1997 Employee Incentive Stock Option
Plan;
(5) To consider ratification of the 1996 Employee Stock Purchase Plan;
(6) To consider such other business as may properly come before the
meeting or any postponement(s) or adjournment(s) of the meeting,
including to adjourn from time to time.

The approximate date on which the Proxy Statement and form of Proxy will be sent
to shareholders is October 18, 1996.

THE DATE BY WHICH PROPOSALS OF SECURITY HOLDERS INTENDED TO BE PRESENTED AT THE
NEXT ANNUAL MEETING MUST BE RECEIVED BY THE COMPANY FOR INCLUSION IN THE
COMPANY'S PROXY STATEMENT AND FORM OF PROXY RELATING TO THE MEETING IS JUNE 20,
1997.

Details relating to the above matters are set forth in the attached Proxy
Statement. The Board of Directors is not aware of any other matters to come
before the meeting. The Board of Directors has fixed October 2, 1996 as the
record date for shareholders entitled to notice of and to vote at the meeting.

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE URGED TO DATE, SIGN AND
RETURN THE ENCLOSED PROXY WITHOUT DELAY. A BUSINESS REPLY ENVELOPE IS ENCLOSED
FOR YOUR CONVENIENCE.

Scott A. Alexander,
Secretary

10/18/96

<PAGE>

SBS TECHNOLOGIES, INC.
2400 LOUISIANA BLVD. NE
AFC BUILDING 5-600
ALBUQUERQUE, NEW MEXICO 87110
(505) 875-0600

PROXY STATEMENT

The accompanying Proxy is solicited by the Board of Directors of the Company for
use at the Annual Meeting of Shareholders of the Company to be held at 8:30 a.m.
EST on November 12, 1996, at the Ralph Bunche Room, 28th Floor, of the Park
Hyatt Hotel, One United Nations Plaza, 44th Street at First Avenue, New York,
New York and any postponement(s) or adjournment(s) thereof.

A person giving the Proxy may revoke it by written notice to the Secretary of
the meeting at any time before voting of the Proxy.

The date of mailing this Proxy Statement and the accompanying Proxy form will be
approximately October 18, 1996.

All of the expense involved in preparing, assembling and mailing this Proxy
Statement and the accompanying material and all costs of soliciting the Proxy
will be paid by the Company.

Only shareholders of record as of the close of business on October 2, 1996, will
be entitled to vote. At that date, 3,430,657 shares of the Company's no par
value common stock ("Common Stock") were outstanding, each of which is entitled
to one vote.

STOCKHOLDER PROPOSALS

The date by which proposals of security holders intended to be presented at the
next annual meeting must be received by the Company for inclusion in the
Company's proxy statement and form of proxy relating to the meeting is June 20,
1997.

METHOD OF SOLICITATION

Arrangements may be made with brokerage houses, custodians, nominees and other
representatives to send Proxy material to their principals or clients, and the
Company will reimburse them for their expenses, estimated not to exceed $5,000.
As of the date of this Proxy Statement, no amounts had been spent in connection
with solicitation of Proxies. Also, in addition to solicitation by mail,
certain Officers and employees of the Company, who will receive no compensation
for their services other than their regular salaries, may solicit Proxies by
telephone, telegraph and personally.

ACTIONS TO BE TAKEN UNDER THE PROXIES

The persons acting under the Proxies will vote the shares represented thereby in
accordance with the instructions of the persons giving the Proxies. Unless
otherwise directed, votes will be cast:

1. For the election of the nominees for Director presented in this
Proxy Statement. Each of the nominees has consented to be
nominated and to serve if elected. To be elected a Director,
each nominee must receive the votes of a majority of the shares
represented at the meeting. Should any nominee become unable to
serve as a Director, which the Board of Directors does not
anticipate, the persons named in the Proxy intend to vote for the
election of such substitute nominee as the Board of Directors may
recommend.
2. To ratify the selection of auditors. Ratification requires the
affirmative vote of a majority of the shares represented at the
meeting.
3. To consider approval of an amendment to the 1993 Director and
Officer Stock Option Plan to clarify and redefine the membership
of the Committee, redefine the responsibilities of the Committee,
to revise eligibility for grants to appointed Directors, to
revise the time of award of grants to re-elected Directors and
to, increase the number of options received by the Directors, to
amend the terms of the exercise of and payment for the options,
to revise transferability provisions, to make tax withholding
optional, and to amend the terms on which the Plan is to be
amended.
4. For the ratification of the Company's 1997 Employee Incentive
Stock Option Plan.
5. For the ratification of the Company's 1996 Employee Stock
Purchase Plan.
6. On the transaction of such other business as may properly come
before the meeting or any postponement(s) or adjournment(s) of
the meeting, including to adjourn the meeting from time to time.

Approval of items 3, 4 and 5 requires a majority of the shares entitled to vote
at the meeting to be cast in favor of the proposal. The aggregate number of
votes entitled to be cast by all shareholders present in person or represented
by proxy at the meeting, whether those shareholders vote FOR, AGAINST, or
ABSTAIN from voting, will generally be counted for purposes of determining the
minimum number of affirmative votes required for approval of those matters
requiring only the affirmative vote of a majority of the shares present at the
meeting, and the total number of votes cast FOR each of these matters will be
counted for purposes of determining whether sufficient affirmative votes have
been cast. An abstention from voting on a matter by a shareholder present in
person or represented by proxy at the meeting has the same legal effect as a
vote AGAINST the matter even though the shareholder or interested parties
analyzing the results of the voting may interpret such a vote differently.
Shares not voted by brokers and other entities holding shares on behalf of
beneficial owners will not be counted in calculating voting results on those
matters for which the broker or other entity has not voted.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

All Directors and Executive Officers of the Company are entitled or eligible to
receive Options for additional shares of the Company's Common Stock in
accordance with the 1993 Director and Officer Stock Option Plan as proposed to
be amended by vote of the Shareholders at this Annual Meeting. See "Amendments
to the 1993 Director and Officer Stock Option Plan".

<PAGE>

Current employees of the Company, including the Company's Executive Officers
(Andrew C. Cruce, the Company's Chairman of the Board, Christopher J. Amenson,
the Company's President, Scott A. Alexander, the Company's Secretary, and James
E. Dixon, Jr., the Company's Vice President of Finance and Administration,
Treasurer and Chief Financial Officer), are eligible to receive Options for
Common Stock pursuant to the 1997 Employee Incentive Stock Option Plan,
ratification of which is being voted upon at this Annual Meeting.

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of September 16, 1996 the beneficial
ownership of Common Stock by each person who is known by the Company to own
beneficially more than 5% of the outstanding shares of Common Stock.

NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT OF CLASS
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP BENEFICIALLY OWNED
(7) (1) (8)

Andrew C. Cruce, Ph.D. 516,543 (2,3) 14.4%

Scott A. Alexander 452,958 (2,3,4) 12.7%

A. Wade Black 440,117 (5) 12.7%

Seven Bar Enterprises, Inc. 437,117 (5) 12.6%

Christopher J. Amenson 267,392 (2,6) 7.2%

(1) A person is deemed to be the owner of securities that can be
acquired by that person within 60 days of the date of the table
upon exercise of options or warrants. Each beneficial owner's
percentage ownership is determined by assuming that options or
warrants that are held by that person and that are exercisable
within 60 days of the date of this table have been exercised.
(2) Includes Common Stock owned through the SBS Technologies, Inc.
401(k) Profit Sharing Plan.
(3) Includes options to purchase 100,000 shares of Common Stock
currently exercisable under the Company's stock option plans.
(4) Includes 27,000 shares of Common Stock held by Mr. Alexander as
trustee for the benefit of his minor children.
(5) Includes 437,117 shares owned of record by Seven Bar Enterprises,
Inc., of which Mr. Black is president and a director.
(6) Includes options to purchase 253,116 shares of Common Stock;
options to purchase 119,783 shares of Common Stock are currently
exercisable under the Company's stock option plans and options to
purchase 133,333 shares of Common Stock are currently exercisable
under option agreements between Mr. Amenson and certain other
shareholders of the Company.
(7) The address for the shareholder is in care of the Company at 2400
Louisiana Blvd. NE, AFC Bldg. 5-600, Albuquerque, NM 87110.
(8) To the Company's knowledge, except where otherwise noted, each
person listed has sole voting and investment power as to the
shares.

<PAGE>

SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth, as of September 16, 1996, the beneficial
ownership of Common Stock by each Director and nominee for Director of the
Company and by all Directors and Officers as a group:

NAME AMOUNT AND NATURE OF PERCENT OF CLASS
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP BENEFICIALLY OWNED
(1) (9)

<S> <C> <C>
Andrew C. Cruce, Ph.D. 516,543 (3, 4) 14.4%

Christopher J. Amenson 267,392 (3, 5) 7.2%

Scott A. Alexander 452,958 (3, 4, 6) 12.7%

Warren Andrews (nominee) --

William J. Becker 16,000 (7) (2)

Lawrence A. Bennigson --

A. Wade Black 440,117 (8) 12.7%

James E. Dixon 178 (3) (2)

Joseph N. Najjar, Jr. --

All Directors and Officers
as a group 1,693,188 43.1%

</TABLE>

The address for each shareholder is in care of the Company at 2400 Louisiana
Blvd. NE, AFC Bldg. 5-600, Albuquerque, NM 87110.

(1) A person is deemed to be the owner of securities that can be
acquired by that person within 60 days of the date of the table
upon exercise of options or warrants. Each beneficial owner's
percentage ownership is determined by assuming that options or
warrants that are held by that person and that are exercisable
within 60 days of the date of this table have been exercised.
(2) Owns less than one percent of total outstanding stock.
(3) Includes Common Stock owned through the SBS Technologies, Inc.
401(k) Profit Sharing Plan.
(4) Includes options to purchase 100,000 shares of Common Stock
currently exercisable under the Company's stock option plans.
(5) Includes options to purchase 253,116 shares of Common Stock;
options to purchase 119,783 shares of Common Stock are currently
exercisable under the Company's stock option plans and options to
purchase 133,333 shares of Common Stock are currently exercisable
under option agreements between Mr. Amenson and certain other
shareholders of the Company.
(6) Includes 27,000 shares of Common Stock held by Mr. Alexander as
trustee for the benefit of his minor children.

<PAGE>

(7) Includes options to purchase 5,000 shares of Common Stock
currently exercisable under the Company's stock option plans.
(8) Includes 437,117 shares owned of record by Seven Bar Enterprises,
Inc., of which Mr. Black is president and a director.
(9) To the Company's knowledge, except where otherwise noted, each
person has sole voting and investment power as to the shares.

The Company knows of no arrangements, including any pledge by any person of the
Company's Common Stock, the operation of which may at a subsequent date result
in a change in control of the Company.

DIRECTORS AND EXECUTIVE OFFICERS

ELECTION OF DIRECTORS

At the Annual Meeting, seven Directors will be elected by the holders of Common
Stock to hold office until the next Annual Meeting of Shareholders and until
their successors are elected and qualified or as otherwise provided in the
Bylaws of the Company. The following persons have consented to be nominated
and, if elected, to serve as Directors of the Company.

Andrew C. Cruce, Ph.D., 53, is a founder of the Company and has served as a
Director since the commencement of its business activity in September 1987, as
President and Chief Operating Officer from November 1987 to April 1992, as
Treasurer since late 1991 to November 1995, as Chief Executive Officer from
early 1992 until October 1996 and as Chairman of the Board since April 1992.
From April 1985 to September 1987, Dr. Cruce was a Senior Principal Staff Member
of the BDM Corporation. Before 1985, Dr. Cruce was the technical director for
simulation at the Naval Air Test Center, the Navy's primary facility for
Development, Test and Evaluation of Naval aircraft. Dr. Cruce holds a Master's
Degree in Business Management from the Sloan Fellows Program at the
Massachusetts Institute of Technology, as well as a Doctorate in Aeronautical
Engineering and a Master's Degree in Electrical Engineering.

Christopher J. Amenson, 46, became the President and Chief Operating Officer of
the Company in April 1992, a Director in August 1992, and the Company's Chief
Executive Officer in October 1996. For five years before joining the Company,
Mr. Amenson was President of Industrial Analytics, Inc., a Boston-based firm
engaged in consulting in support of operations, mergers and acquisitions. Mr.
Amenson holds a Bachelor's Degree in Government from the University of Notre
Dame and a Master's Degree in Business Management from the Sloan Fellows Program
at the Massachusetts Institute of Technology.

Scott A. Alexander, 46, is a founder of the Company and has served as Director
since the commencement of its business activity in September 1987, and as
Secretary since November 1987. Mr. Alexander was appointed Vice President in
August 1991. Mr. Alexander served as the Company's Treasurer from November 1987
to late 1991. As Chief Engineer for the Company, Mr. Alexander supports the
design, development and implementation of critical architectural requirements
for the Company's computer interface products. From November 1985 to September
1987, Mr. Alexander was a Senior Principal Staff Member of the BDM Corporation.
During this time he participated in the design of a complete flight test range
for the Republic of China, including the design of the Mission Command Center
(including control consoles), computer architecture, display and control
software. Before November 1985, Mr. Alexander was employed at the Naval Air
Test Center, where he was responsible for the continuing development and use of
the Tactical Avionics Software Test and Evaluation Facility and the Manned
Flight Simulator Facility. Mr. Alexander holds a Master's Degree in Electrical
Engineering from Virginia Polytechnic Institute and a Bachelor of Science Degree
in Physics from Old Dominion University.

<PAGE>

Warren Andrews, 53, is editor-in-chief of RTC MAGAZINE, the leading publication
in the open-systems, board-level industry. From 1987 to 1994, Mr. Andrews
served as a senior editor for COMPUTER DESIGN MAGAZINE while, at the same time,
publishing his own newsletter, EMBEDDED COMPUTER TRENDS. From 1985 to 1987, he
served as managing editor of ELECTRONIC DESIGN Magazine. Before 1985, Mr.
Andrews was semiconductor editor for ELECTRONIC ENGINEERING TIMES and owned and
operated his own business providing electronic design services and developing,
manufacturing and selling microprocessor-based switching systems for a variety
of audio and video applications in the retail and host industries. In addition,
he holds one U.S. patent and has designed other products for the cable TV,
burglar and fire alarm, and educational communications markets. Mr. Andrews
holds a Bachelor of Science Degree from Fairleigh Dickinson University.

William J. Becker, Brigadier General, retired, 70, became a Director in August
1992. Since 1981 he has been self-employed as a senior independent consultant,
advising on international technology, to such organizations as the United States
Department of Energy, EG&G Inc., Mactec, Inc., Raytheon Services Co.,
Westinghouse Electric Corporation and International Technology, Inc. During his
long career in the United States Air Force, General Becker oversaw a number of
logistics and mobility operations and in his last assignment was commander of
the Defense Property Disposal Services. General Becker attended the University
of Southern California and holds a Bachelor's Degree in Management and a
Master's Degree in Logistics from the Air Force Institute of Technology's
Graduate School of Systems & Logistics at Wright Patterson Air Force Base in
Ohio.

Lawrence A. Bennigson, Ph.D., 58, became a Director in November 1995. Dr.
Bennigson has provided consulting services on corporate, business and
manufacturing strategy and related organizational issues to major corporations
and to governments for over 30 years. Dr. Bennigson has been an independent
management consultant since January 1994. He worked extensively in European
countries as well as on business matters in Russia and China. As Senior Vice
President of the former MAC Group, Inc., Dr. Bennigson helped to lead the
strategic development of the firm resulting in its 1991 acquisition and merger
to become Gemini Consulting. Dr. Bennigson taught executives, graduate
students, and undergraduates as a faculty member of the School of Engineering,
Stanford University, The Harvard University Graduate School of Business and as a
visiting faculty member at the London Business School and the Graduate School of
Business, Lund University, Sweden. Before his academic and consulting career,
Dr. Bennigson served for six years as a U.S. Naval Officer. Dr. Bennigson holds
a Bachelor's Degree in General Engineering from UCLA, as well as Master's and
Doctorate Degrees in Industrial Engineering (with specialization in Human
Factors Engineering and Industrial Organization) from Stanford University.

A. Wade Black, 31, became a Director in November 1995. Mr. Black is president
and CEO of Seven Bar Enterprises, Inc., a privately owned holding company.
Seven Bar Enterprises is one of the founding shareholders of SBS Technologies,
Inc. Mr. Black has been president, CEO and a director of Seven Bar Enterprises
since 1990 and oversees the company's operations and subsidiaries within the
aviation, air medical, real estate development, and investment businesses. Mr.
Black holds a Bachelor's Degree in Petroleum Engineering from Texas A&M
University and a Master's Degree in Business Administration from Southern
Methodist University.

<PAGE>

EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

James E. Dixon, Jr., 51, was appointed Vice President of Finance and
Administration, Treasurer and Chief Financial Officer of the Company in
September 1995. For eight years before joining the Company, Mr. Dixon held
the position of Director Finance, Howden Group America, Inc., a wholly owned
subsidiary of Howden Group PLC. Howden Group America's subsidiaries, whose
combined annual revenue exceeds $200 million, specialize in the design and
manufacture of air and gas handling equipment, defense-related products and
food processing equipment. Dr. Dixon held various controller positions at
Westinghouse Electric from 1971 to 1985. Mr. Dixon holds a Bachelor's Degree
in Business Education from Indiana University of Pennsylvania.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based solely upon a review of Forms 3 and 4 and amendments thereto furnished
to the Company under Rule 16a-3(a) of the Securities Exchange Act of 1934
during the Company's most recent fiscal year and Forms 5 and amendments
thereto furnished to the Company with respect to its most recent fiscal year
and written representations from persons required to file those Forms, the
following persons have filed late forms. With respect to Directors and
Officers, Mr. Alexander filed two forms late, Mr. Becker filed two forms
late, Mr. Bennigson filed one form late, Mr. Berg, previous Director, filed
two forms late, Mr. A. Wade Black filed two forms late and Mr. Najjar filed
one form late. With respect to beneficial owners of more than 10% of the
outstanding Common Stock, the Company has been advised that Mr. A. Rolfe
Black and the Albert J. Black and Mary Jane Black Revocable Trust, of which
Mr. A. Rolfe Black is a co-trustee,have each failed to file one form. All
other Directors, Officers and beneficial owners of more than 10% of the
Company's Common Stock filed all other reports required by Section 16(a) of
the Act.

DIRECTORS MEETINGS, COMMITTEES AND COMPENSATION

The Board of Directors held six meetings during fiscal year 1996. Each
Director attended at least 75% of the total number of meetings of the Board
and the committees on which the Director served that were held during the
period the Director served in such position.

The Board of Directors has three standing committees; Audit, Compensation
and Nominating. Currently, the Audit Committee is composed of Directors
William J. Becker, Lawrence A. Bennigson, and A. Wade Black. The Audit
Committee, which held two meetings in fiscal year 1996, is responsible for
recommending to the Board of Directors the appointment of the independent
auditors of the Company and providing a forum, independent of management, for
discussion of any issues the independent auditors choose to raise.

Currently, the Compensation Committee is composed of Directors William J.
Becker and Lawrence A. Bennigson. The Compensation Committee, which held
three meetings in fiscal year 1996, is responsible for recommending to the
Board of Directors compensation levels for the Chief Executive Officer and
the Chief Operating Officer and the general compensation policy for the
remainder of the Company. The compensation committee is also responsible for
determining options and their terms to be awarded to officers subject to
Section 16(b) of the Securities Exchange Act.

<PAGE>

Currently, the Nominating Committee is composed of Directors Scott A.
Alexander, A. Wade Black and Andrew C. Cruce. The Nominating Committee,
which held one meeting in fiscal year 1996, is responsible for nominating a
proposed slate of Directors for the ensuing year. The proposed slate is
approved for recommendation to the shareholders by the Board of Directors.
Nominated Directors stand for election by the shareholders at the Company's
annual meeting of shareholders. The Company has no provision for
recommendation by shareholders of nominees for Director.

COMPENSATION OF EXECUTIVE OFFICERS

The following table sets forth an overview of compensation for the fiscal
years ended June 30, 1996, 1995 and 1994 to the Company's Chief Executive
Officer and each of the Company's other Executive Officers whose total
compensation exceeded $100,000.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Securities Under- All Other
Name and Principal Position Salary Bonus lying Options Compensation
(# Shares)
<S> <C> <C> <C> <C>
Andrew C. Cruce, Ph.D.,
Chairman of the Board
1996 176,000 82,900 (1,2) 100,000 5,336 (4)
1995 132,173 (3) 3,721 0 5,181 (5)
1994 89,981 3,700 0 3,633 (5)
Scott Alexander, Secretary
1996 133,328 71,550 (1,2) 100,000 2,667 (5)
1995 113,731 (3) 25,000 0 5,421 (5)
1994 85,541 0 0 3,422 (5)
Christopher J. Amenson,
President and Chief Operating Officer
1996 156,000 74,900 (1,2) 0 9,332 (6)
1995 131,760 (3) 7,000 0 4,939 (5)
1994 87,196 25,000 100,000 3,703 (5)
James E. Dixon, (7)
Vice President, Finance &
Treasurer
1996 90,675 40,250 (2) 60,000 57,875 (8)
</TABLE>

(1) Includes bonuses as to each person respectively, of $12,500 for Andrew
C. Cruce and Christopher J. Amenson and a bonus of $25,000 for Scott
Alexander for fiscal year 1995 but paid in fiscal year 1996.
(2) Includes accrued bonuses of $70,400 for Andrew C. Cruce; $46,500 for
Scott Alexander; $62,400 for Christopher J. Amenson and $40,250 for
James E. Dixon for fiscal year 1996.
(3) Salary amount includes accrued leave payments made in lump sum.
(4) Includes $4,073 in payments made by the Company pursuant to a
contribution matching program under its 401(k) plan and $1,263 of
miscellaneous income.
(5) Represents payments made by the Company pursuant to a contribution
matching program under its 401(k) plan. Amounts paid under the
Company's other employee benefits plans are not included because the
benefits provided to officers under these plans are identical to those
provided to all other employees.

<PAGE>

(6) Includes $4,109 in payments made by the Company pursuant to a
contribution matching program under its 401(k) plan, $4,800 paid for
accrued leave compensation and $423 of miscellaneous income.
(7) James E. Dixon became Vice President of Finance and Administration in
September 1995 during the first quarter of fiscal year 1996.
(8) Includes reimbursed moving expenses of $53,416 and $3,574 in payments
made by the Company pursuant to a contribution matching program under
its 401(k) plan.

The table below sets forth information concerning shares acquired upon
exercise of stock options and unexercised stock options held by the Executive
Officers named in the Summary Compensation Table at June 30, 1996.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
Value of
Shares Number of Shares Unexercised In-
Acquired Value Underlying Unexercised the-Money Options
Name on Exercise Realized Options at June 30, 1996 at June 30, 1996

Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>

A. Cruce 0 0 100,000 0 $687,500 0

C. Amenson 15,000 $153,750 119,783 0 $918,562 0

S. Alexander 0 0 100,000 0 $687,500 0

James E Dixon 0 0 0 60,000 0 $117,500
</TABLE>

The table below sets forth information concerning individual grants of stock
options made to the Executive Officers named in the Summary Compensation
Table during the year ended June 30, 1996.

OPTION GRANTS IN FISCAL YEAR 1996
<TABLE>
<CAPTION>
Number of Percent of Total Potential Realizable
Securities Options Granted Exercise Value at Assumed Annual
Underlying to Employees Price Expiration Rates of Stock Appreciation
Name Options Granted In Fiscal Year Per Share Date for Option Term (4)
5% 10%
<S> <C> <C> <C> <C> <C> <C>

A. Cruce (1) 100,000 20.10% 5.500 07/01/00 151,955 335,781

S. Alexander (1) 100,000 20.10% 5.500 07/01/00 151,955 335,781

J. Dixon (2) 20,000 4.10% 6.500 08/07/05 81,756 207,187
(3) 40,000 8.10% 13.500 06/07/06 389,603 860,621
</TABLE>

(1) 50,000 of these options were granted under the 1993 Director & Officer
Stock Option Plan and 50,000 were granted under the 1995 Incentive Stock
Option Plan. They became exercisable when the stock price reached $10.00
per share and $15.00 per share, respectively.

<PAGE>

(2) These options were granted under the 1995 Incentive Stock Option Plan.
They are exercisable upon completion of two years of employment by Mr.
Dixon.
(3) These options were granted under the 1996 Incentive Stock Option Plan and
become exercisable on June 8, 2000.
(4) Amounts for the Named Executives shown in these columns have been derived
by multiplying the exercise price by one plus the annual appreciation rate
shown (compounded for the term of the options), multiplying the result by
the number of shares covered by the options, and subtracting the aggregate
exercise price of the options. The dollar amounts set forth under this
heading are the result of calculations at the 5% and 10% rates set by the
SEC and therefore are not intended to forecast possible future
appreciation, if any, of the stock price of the Company.

COMPENSATION OF DIRECTORS

During the 1996 fiscal year, non-employee Directors were paid $1,000 per
meeting attended. Effective November 12, 1996, non-employee Directors are
paid annual retainers of $10,000 for service on the Board and $2,500 for each
committee of the Board on which a Director serves. Directors are also paid a
meeting fee of $1,000 per Board meeting day and travel day. Expenses
incurred in connection with attending Board and committee meetings are
reimbursed. Under the terms of the 1993 Director and Officer Stock Option
Plan approved at the 1992 annual meeting and subsequently amended at the 1995
annual meeting, each non-employee Director receives an initial option for
5,000 shares upon election or appointment to the Board, and each year
thereafter receives an additional option for 3,500 shares. (This is proposed
to be amended; see Proposed "Amendment to 1993 Director and Officer Stock
Option Plan"). The exercise price of all such options is the market price of
the Company's common stock as of the respective dates of initial grants and
service anniversaries. Messrs. Cruce, Amenson, and Alexander, as employee
Directors, receive no additional compensation for serving as Directors.

EMPLOYMENT AGREEMENTS

Dr. Cruce serves as Chairman of the Board of the Company pursuant to an
employment agreement with the Company. The contract, which was renewed in
October 1993, has a five-year term, assigns to the Company certain
intellectual property developed by him on Company time, and is terminable by
the Company with or without cause. The employment contract as amended
currently provides for a base annual salary of $176,000. Besides salary, the
contract provides for a six month salary continuance severance benefit. The
contract contains non-competition clauses which apply during the employment
period and for two years thereafter. Restrictions against disclosure of
proprietary Company information are included.

Christopher J. Amenson serves as the President and Chief Operating Officer of
the Company under an employment agreement with the Company executed in April
1992. The agreement contains a five-year term, currently provides for a base
annual salary of $156,000, provides for a six month salary continuance
severance benefit, and contains other terms substantially similar to the
agreement with Dr. Cruce. As part of his compensation and as an inducement
to Mr. Amenson to join the Company, he was awarded options under the 1992
Employee Incentive Stock Option Plan and was granted options for 33,333
shares of Common Stock from each of Andrew C. Cruce, Scott A. Alexander, and
Byron M. Allen (a founder and former officer of the Company), exercisable at
$6.00, and for 33,334 shares from Seven Bar Enterprises, Inc., also
exercisable at $6.00 per share. The options from individuals each (i)
terminate not later than December 31, 2000 or one year from the date Mr.
Amenson ceases to be employed by the Company, (ii) are not transferable
except on death, and (iii) may be exercised only by Mr. Amenson.

<PAGE>

Scott A. Alexander serves as Vice President & Secretary of the Company
pursuant to an employment agreement with the Company. The contract, which
was renewed in October 1993, has a five-year term, assigns to the Company
certain intellectual property developed by him on Company time, and is
terminable by the Company with or without cause. The employment contract as
amended currently provides for a base annual salary of $148,000. Besides
salary, the contract provides for a six month salary continuance severance
benefit. The contract contains non-competition clauses which apply during
the employment period and for two years thereafter. Restrictions against
disclosure of proprietary Company information are included.

BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Board's Compensation Committee is comprised entirely of outside Directors
who are not eligible to participate in the compensation programs they
oversee. The objective of the Compensation Committee of the Board of
Directors is to make recommendations to the Board of Directors concerning
policy and procedures which will attract and retain key executives critical
to the long term success of the Company and align executive compensation with
shareholder interests. The Compensation Committee provides guidance and
overview of all executive salary, incentive and benefit programs. It is also
the responsibility of the Compensation Committee to evaluate the performance
of the Chairman and Chief Executive Officer, and the President and Chief
Operating Officer and recommend their compensation to the full Board of
Directors. While the administration of compensation is the responsibility of
management, the review and recommendation of the Compensation Committee is
required for: overall executive (individuals which lead business or
functional responsibility) compensation, philosophy and policy; incentive
programs; executive benefit and any prerequisite programs; stock and stock
option awards; Board member compensation and any other compensation issues as
may be directed to the Compensation Committee.

The total compensation of Andrew C. Cruce, the Chairman and Chief Executive
Officer and Christopher J. Amenson, the President and Chief Operating
Officer, for fiscal 1996 was a combination of base salary, recommended by the
Compensation Committee and based on independent compensation surveys of
similar companies of similar size in the electronics industry and similar to
companies compared on the accompanying performance graph, and incentive
compensation, approved annually by the Compensation Committee, based on the
Company's discretionary Management Incentive Plan ("MIP"). The employment
agreements of the Chairman and Chief Executive Officer and the President and
Chief Operating Officer were amended in July 1995 based on the previously
mentioned compensation surveys setting their base salaries effective July 1,
1995 at $176,000 and $156,000, respectively (see "Employment Agreements").
The MIP provides participants the ability to earn incentive compensation
based on achievement of annually set financial goals for the Company based on
growth in earnings over the prior year actual performance. The MIP for
fiscal 1996 was based on the Company meeting $0.96 earnings per share,
including the cost of the incentive, providing participants the ability to
earn between 30% and 80% additional compensation over their base pay. The
Chairman and Chief Executive Officer and the President and Chief Operating
Officer were awarded incentive compensation of $70,400 and $62,400,
respectively, as the Company exceeded the fiscal 1996 MIP earnings target of
$0.96 earnings per share. In addition, the Chairman and Chief Executive
Officer and the President and Chief Operating Officer each were awarded a
bonus of $12,500 in fiscal 1996 for achieving certain strategic goals set by
the Board of Directors in fiscal 1995. Two options were granted to the
Chairman and Chief Executive Officer during fiscal 1996. Options on 50,000
shares were granted under the 1993 Director & Officer Stock Option Plan and
options on 50,000 shares were granted under the 1995 Incentive Stock Option
Plan. These Options were granted to Dr. Cruce at the recommendation of an
independent compensation consultant to the Board of Directors to provide Dr.
Cruce a level of compensation commensurate with the responsibilities of his
position. The first grant became exercisable when the Company's stock price
reached $10.00 per share and the second grant became exercisable when the
Company's stock price reached $15.00 per share.

William J. Becker L. A. Bennigson

<PAGE>

PERFORMANCE GRAPH

The graph below provides a comparison of the Company's cumulative total
stockholder return with performances of the NASDAQ-US, a custom generated
peer group and the NASDAQ's computer manufacturer index as a Peer Group. The
SBS graph assumes the investment of $100 on January 9, 1992 (the date the
Company first began public trading) in SBS common stock (purchased at the
initial offering price). The Peer Group and NASDAQ-US returns assume
reinvestment of stock and cash dividends. The returns of each company in the
Peer Groups have been weighted annually for their total market capitalization
as of the date shown.

COMPARISON OF 54 MONTH CUMULATIVE TOTAL RETURN*
AMONG SBS TECHNOLOGIES, INC., THE NASDAQ STOCK MARKET-US INDEX
AND THE NASDAQ COMPUTER MANUFACTURER INDEX

6/92 6/93 6/94 6/95 6/96
SBS TECHNOLOGIES, INC. 125 119 113 131 309
NASDAQ COMPUTER MANUFACTURER 90 111 91 162 231
NASDAQ STOCK MARKET-US 91 114 115 154 198

* $100 INVESTED ON 01/09/92 IN STOCK ON INDEX.
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING JUNE 30.

<PAGE>

RATIFICATION OF SELECTION OF AUDITORS

The Directors have selected KPMG Peat Marwick LLP, independent certified
public accountants, as the Company's independent auditors for the 1997 fiscal
year. KPMG Peat Marwick LLP has no direct interest in the Company and has had
no such interest during the past fiscal year. Representatives of KPMG Peat
Marwick LLP will be present at the annual meeting of shareholders and will be
given the opportunity to make a statement if they so wish, and will be
available to respond to appropriate questions.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE RATIFICATION OF
THEIR SELECTION OF KPMG PEAT MARWICK LLP AS INDEPENDENT AUDITORS OF THE
COMPANY.

APPROVAL OF AMENDMENT TO
THE 1993 DIRECTOR AND OFFICER STOCK OPTION PLAN

On August 20, 1996 and September 30, 1996, the Board of Directors of the
Company approved, subject to shareholder approval, an amendment, to become
effective upon shareholder approval, to the Company's 1993 Director and Officer
Stock Option Plan ("Plan"). Specifically, the amendment:

(i) amends Section II, Paragraph A, definition of Committee to clarify
that the Committee is a Committee of the Board of Directors appointed by the
Board of Directors of Company to administer the Plan.

(ii) amends Paragraph IV to redefine the composition and certain of the
responsibilities of the Committee. The Committee will consist of two or more
"Non-Employee" Directors as that term is defined by in Section
16b-3(b)(3)(i), instead of the previously provided "disinterested" Directors.
The amendment provides that the Committee, rather than the full Board of
Directors as previously provided, is responsible for award of the Options and
that the Committee may determine the exercise price of the options and, if it
does not otherwise do so, the exercise price will be as previously provided,
that is, the closing price for the Common Stock on the trading date
immediately preceding the date of grant. The amendment also gives the
Committee the authority to determine the termination or expiration of any
options granted. Finally, the amendment provides that the Committee may, in
its discretion, allow payment of the exercise price of an Option in Common
Stock or through net exercise of the Option.

(iii) amends Paragraph VI by providing the initial grant of options to a
Director newly appointed by the Board of Directors only if that appointment
occurs within 90 days of the Company's most recently held meeting of
shareholders at which Directors were elected, by providing for automatic
subsequent grants to a Director upon each re-election of the Director instead
of upon the anniversary of the Director's first option grant, as previously
provided, and by changing the number of options granted upon re-election from
3,500 to 5,000.

(iv) amends Paragraph VII to provide that options granted to Directors
will vest and become exercisable at 5:00 p.m., New Mexico time, on the day
before the next meeting of the shareholders of the Company at which Directors
are elected following the grant of the option if the Eligible Director still
holds office, rather than vesting one year and becoming exercisable three
years from the date of grant of the options, as previously provided. In
addition, the amendment adds to the option termination provisions that the
option will also terminate, if not already terminated, twelve months from the
date the optionee ceases to be a member of the Board of Directors. Finally,
the amendment provides that the Boar of Directors may, in its discretion,
allow payment of the exercise price of an Option in Common Stock or through
net exercise of the Option.

<PAGE>

(v) amends Paragraph VIII to provide that "Except with specific
approval of the Board of Directors of the Committee," options are not
transferable except in specified instances and expands those instances to
include a proposed transfer which is in compliance with the requirements for
registration of the option or option shares on Form S-8 under the Act as
those requirements are then in effect.

(vi) amends Paragraph IX to add the following words to the end of the
Paragraph, "as if the Event had not occurred."

(vii) amends Paragraph X to make tax withholding optional by replacing
the word "shall" with the word "may" and adding the words "at the option of
the Optionee with the consent of the Company" after that same word. The last
sentence of the Paragraph, reflecting the previous mandatory tax withholding,
is removed.

(viii) amends Paragraph XV, first sentence is amended to read "This plan
may be amended by majority vote of the Board of Directors at any time and
from time to time, except that shareholder approval of an amendment will be
required if required by applicable law or regulation or the requirements of
any stock exchange or Nasdaq System with which the Common Stock is
registered." and deleting the rest of the Paragraph which stated when
Directors could amend the Plan without shareholder approval and specified
particular material changes requiring shareholder approval.

The purpose of the Plan is to promote the long-term success of the
Company by (i) providing a means by which the Company can attract, retain and
compensate Directors and Executive officers who can materially contribute to
the success of the Company and (ii) encourage stock ownership by Directors
and Executive Officers so that they may have a proprietary interest in the
Company's success. The Plan is intended to comply with the requirements of
Rule 16b-3 under the Securities and Exchange Act of 1934 ("1934 Act").

All non-employee Directors ("Eligible Directors") of the Company are
eligible to participate in the Plan, as are all Executive Officers of the
Company who are subject to the filing and reporting requirements of Section
16 of the 1934 Act. As of the date of this Proxy Statement, three of the
Company's current seven Directors would qualify as Eligible Directors under
the Plan, and approximately four of the Company's Executive Officers would
qualify as Eligible Officers.

<PAGE>

The following table reflects the benefits or amounts that will be received by
or allocated to each of the following under the Plan, as amended, to the
extent such benefits or amounts are determinable:

<TABLE>
<CAPTION>
NEW PLAN BENEFITS
- - ----------------------------------------------------------------------------------

SBS TECHNOLOGIES, INC.
1993 DIRECTOR AND OFFICER STOCK OPTION PLAN

- - -----------------------------------------------------------------------------------

NAME AND POSITION DOLLAR VALUE NUMBER OF UNITS
- - -----------------------------------------------------------------------------------

Andrew C. Cruce (1) (1)
Chairman of the Board

Christopher J. Amenson (1) (1)
President,
Chief Operating Officer

Scott A. Alexander (1) (1)
Vice President, Secretary

James E. Dixon (1) (1)
Chief Financial Officer

Executive Group (1) (1)

Non-Executive Director Group $ 285,000 (2) 20,000

- - -----------------------------------------------------------------------------------
</TABLE>

(1) Benefits to Executive Officers, including those who might receive 5%
or more of the options, are not determinable because award of options
to Executive Officers under the Plan is at the discretion of the
Committee.

(2) The dollar value is calculated by using the price per share for common
stock as of September 3, 1996. This amount will change because the
price per share actually used will be as of the date the Plan is
approved by the Shareholders of the Company.

The Plan provides an automatic formula award to Eligible Directors of
options to purchase shares of Company Common Stock. Upon becoming a Director,
by election or appointment (within 90 days of the last shareholder meeting at
which Directors were elected, if the amendment is approved), an Eligible
Director receives options for the purchase of 5,000 shares of Common Stock. If
elected, Mr. Warren Andrews, nominee for election to the Board of Directors,
would receive an option to purchase 5,000 shares of Common Stock pursuant to
this provision. Persons who were Eligible Directors on the date the Plan was
originally adopted received the same option on the date of Plan approval.
Thereafter, each Eligible Director will be awarded an additional option for
5,000 shares of Common Stock (as amended from 3,500, subject to approval by
shareholders) on re-election as a Director (as amended, subject to shareholder
approval, from each anniversary of the Eligible Director's first option grant),
provided that the Eligible Director is then a Director. Already serving
Eligible Directors would, therefore, receive options for 5,000 shares, assuming
approval of the amendment. No consideration will be received by the Company for
the grant of the options.

<PAGE>

The Plan may be amended by a majority vote of the Board of Directors (as
amended at any time and from time to time, subject to shareholder approval for
certain material amendments, except that, if the proposed amendment is adopted,
shareholder approval of an amendment will only be required if required by
applicable law or regulation or the requirements of any stock exchange or Nasdaq
System with which the Common Stock is registered.)

The options to be granted under the Plan are not qualified options under
the provisions of the Internal Revenue Code ("IRC"). No tax consequence to the
optionee or the Company will result from the grant or vesting of the options.
Upon exercise, the optionee will recognize ordinary income under Section 83 of
the IRC, and the Company will have a corresponding tax deduction, in the amount
of the difference between fair market value of the option shares and the
exercise price.

Please refer to the item entitled "Compensation of Executive Officers" for
information concerning plans under which the Company paid or distributed cash or
non-cash compensation during the most recent fiscal year and previously adopted
plans under which the Company may pay or distribute cash or non-cash
compensation in the future to Executive Officers.

Adoption of the amendment to the Plan requires the affirmative vote of a
majority of outstanding shares of Common Stock.

The foregoing is a general summary of the Plan and is qualified in its
entirety by reference to the copy of the Plan, as amended, attached to this
Proxy Statement as Exhibit A.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE APPROVAL OF THE
AMENDMENT TO THE 1993 DIRECTOR AND OFFICER STOCK OPTION PLAN.

RATIFICATION OF THE 1997 EMPLOYEE INCENTIVE STOCK OPTION PLAN

On September 30, 1996, the Company's Board of Directors adopted the 1997
Employee Incentive Stock Option Plan ("1997 Plan"). The 1997 Plan is intended
to promote, through the awards of options for Common Stock, long term success of
the Company by (i) providing a means through which the Company can attract and
retain specified employees who can contribute materially to the success of the
Company and (ii) encouraging stock ownership by those specified employees so
that they may have a proprietary interest in the Company's success. Any one or
more of the Company's full-time employees are eligible to participate in the
Plan. A committee of the Board of Directors ("Committee"), none of whom is
eligible under this Plan, will administer the 1997 Plan and will determine the
employees to whom the options will be granted and the number of shares of Common
Stock to be covered by each option, as well as other conditions of each option
not inconsistent with the 1997 Plan.

Participants are not required to pay any consideration for their Options. The
Purchase price for the Option Shares will not be less than the fair market value
per share of the Common Stock on the date of grant of the Option. If an
Optionee owns more the 10% of the voting power of all classes of the Company's
stock, the purchase price per Option Share will not be less than 110% of the
fair market value of the Common Stock on the date of grant of the option. Fair
market value will be determined by the Committee in good faith at the time of
the grant of the option. As of September 1, 1996 the market value, based on the
closing price, of Common Stock was $14.25 per share. Employees exercising an
Option granted under the 1997 Plan may pay in cash or, at the discretion of the
Committee, by shares of Common Stock (restricted or non-restricted) valued at
the then fair market value, or by a combination thereof.

<PAGE>

An aggregate of 300,000 shares of Common Stock is available for issuance
pursuant to options which may be granted under the 1997 Plan. This 1997 Plan is
intended to comply with the requirements of Section 422 of the Internal Revenue
Code ("IRC") as an "incentive stock option" plan under that section. Under
present tax law, no tax consequences attend the grant or timely exercise of a
qualified option. The optionee receives long-term capital gain treatment upon
sale of the option shares if (i) the option shares are held by the optionee for
two years after the option is granted and one year after the date of exercise,
and (ii) the optionee is employed by the Company (or an affiliate of the
Company) continuously from the date of the grant until three months before
exercise (one year if the optionee is disabled). All or a portion of this
capital gain may be an item of tax preference subject to the alternative minimum
tax.

If the holding period requirement is not satisfied, the optionee recognizes,
at the time of sale, ordinary income equal to the lesser of (a) the gain
realized upon sale or (b) the difference between the option price and the
fair market value of the stock on the date of exercise. Any additional gain
would be long-term or short-term capital gain, depending on how long the
stock was held. If the employment requirement is not met, ordinary income
will be recognized at the time of exercise. Expense deductions are not
allowed to the Company, unless the optionee recognizes ordinary income.

Because the issuance of options and the amounts of Common Stock issuable under
the option are entirely within the discretion of the Committee, no estimate can
be given of what eligible employees would have received during the last fiscal
year, had the 1997 Plan been in effect, or will receive during the current
fiscal year. Also, no estimate can be given as to which persons are to receive
5% or more of the options. No eligible employee may, without waiving incentive
stock option treatment, exercise options during any calendar year for the
purchase of options shares having an aggregate fair market value exceeding
$100,000 except to the extent that the options were first exercisable in
preceding calendar years. Options which fail to qualify as incentive stock
options under the IRC are deemed issued under the plan as non-qualified options
to the extent they do not qualify as incentive stock options. Options issued
under the 1997 Plan must be evidenced by a written stock option agreement in a
form prescribed by the Committee. Options are non-transferable except by will
or under the laws of descent and distribution may be exercised only by the
optionee during the optionee's lifetime. Options are exercisable (i) three
months after the date of Optionee's employment by the Company is terminated
other than by disability, (ii) the expiration of one year from the date on which
Optionee's termination of employment occurs as a result of a disability; or
(iii) ten years from the date of grant, or in the case of a person owning more
than 10% of the voting power of all classes of the Company's stock, five years
from the date of grant. The shares issued upon exercise of an option will be
subject to restrictions on transfer unless the Company determines, in its sole
discretion, to register the shares. The Plan terminates on the earlier of
termination by the Board of Directors or the tenth anniversary of its effective
date.

The 1997 Plan also provides, in the case of certain events of merger or
reorganization of the Company or stock for stock exchange with another company,
for issuance of options for shares of the reorganized entity or, in the case of
an exchange, of the stock received in exchange for the Company's stock, to
replace options granted under the 1997 Incentive Plan.

The foregoing is a general summary of the proposed 1997 Plan and is qualified in
its entirety by reference to the copy of the 1997 Plan attached to this Proxy
Statement as "Exhibit B."

<PAGE>

Ratification of the 1997 Plan requires the affirmative vote of a majority of
outstanding shares of Common Stock.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE RATIFICATION OF THE
1997 EMPLOYEE INCENTIVE STOCK OPTION PLAN.

RATIFICATION OF THE 1996 EMPLOYEE STOCK PURCHASE PLAN

On January 21, 1996 the Company's Board of Directors adopted the 1996
Employee Stock Purchase Plan ("1996 Plan"). The Plan is intended to attract,
compensate and retain well-qualified employees by providing to them an equity
interest in the Company's success. A committee of the Board of Directors
("Committee"), none of whom is eligible under this Plan, will administer the
1996 Plan.

Options under this Plan may be granted only to Eligible Employees. Eligible
Employees are full-time employees of the Company but shall not include an
employee: (i) who, if an option is granted to the employee under the Plan,
will, immediately after the option is granted own or be entitled to purchase
under such an option 5% or more of the total combined voting power or value of
all classes of stock of the Company, within the meaning of Section 423(b)(3) of
the Internal Revenue Code of 1986, as amended ("Code"), (ii) who, if an option
is granted, would have rights to purchase shares under all employee stock
purchase plans offered by the Company accruing at a rate exceeding $25,000 of
the fair market value of the Common Stock (determined at the time the option is
granted) for each calendar year in which the option is outstanding at any time,
(iii) whose customary employment is 20 hours or less per week, (iv) whose
customary employment is for not more than 5 months in any fiscal year, (v) who
is a highly compensated employee within the meaning of Code Section 414(g) as
amended or superseded from time to time and an executive officer of the Company
subject to Section 16 of the Securities Exchange Act.

On the twenty-first day of January 1996, 1997 and 1998, all Eligible Employees
have been or will be, subject to shareholder approval, granted an option to
purchase Plan Shares. The number of Plan Shares subject to each option shall,
within the limitations of eligibility, be the whole number equal to (i) up to
10% of each eligible employee's annual base compensation (without regard to
benefits, bonuses or the like), the percentage to be determined by the
Committee, divided by (ii) the Date of Grant Price. The term of the option will
be 27 months from the Date of Grant. The Option Price will the fair market
value on the Date of Grant. On January 21, 1996 the market value, based on the
closing price, of Common Stock was $7.75 per share. Participants are not
required to pay any consideration for their Options. Each option may be
exercised in whole or in part beginning eighteen months from the Date of Grant,
when the option will vest, until the Date of Expiration. An option will
immediately terminate if an employee's employment with the Company is terminated
for cause. If an employee is terminated for any reason other than cause, the
employee's option will be exercisable in accordance with the terms of the Plan,
except that the option must be exercised within three months of the employee's
termination of employment and will expire at the end of that three-month period
to the extent not previously exercised.

An aggregate of 300,000 shares of Common Stock is available for issuance
pursuant to options which may be granted under the 1996 Plan. This 1996 Plan is
intended to comply with the requirements of Section 423 of the Internal Revenue
Code ("IRC") as an "employee stock purchase" plan under that section. Under
present tax law, no tax consequences attend the grant or timely exercise of a
qualified option. The optionee receives long-term capital gain treatment upon
sale of the option shares if (i) the option shares are held by the optionee for
two years after the option is granted and one year after the date of exercise,
and (ii) the optionee is employed by the Company (or an affiliate of the
Company) continuously from the date of the grant until three months before
exercise (one year if the optionee is disabled). All or a portion of this
capital gain may be an item of tax preference subject to the alternative minimum
tax.

<PAGE>

Options issued under the 1996 Plan must be evidenced by a written stock option
agreement in a form prescribed by the Committee. Options are non-transferable
except by will or under the laws of descent and distribution may be exercised
only by the optionee during the optionee's lifetime.

The 1996 Plan also provides, in the case of certain events of merger or
reorganization of the Company or stock for stock exchange with another company,
for issuance of options for shares of the reorganized entity or, in the case of
an exchange, of the stock received in exchange for the Company's stock, to
replace options granted under the 1996 Incentive Plan.

The foregoing is a general summary of the proposed 1996 Plan and is qualified in
its entirety by reference to the copy of the 1996 Plan attached to this Proxy
Statement as "Exhibit C."

Ratification of the 1996 Plan requires the affirmative vote of a majority of
outstanding shares of Common Stock.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE RATIFICATION OF THE
1996 EMPLOYEE STOCK PURCHASE PLAN.

<PAGE>

ANNUAL REPORT

The Annual Report to Shareholders concerning the operations of the Company for
fiscal year ended June 30, 1996, including the financial statements for that
year, has been enclosed with this Proxy Statement.

OTHER MATTERS

The Board of Directors is not aware of any other matters which are to be
presented at the meeting. However, if any other matters should properly come
before the meeting, the persons named in the Proxy will vote on such matters in
accordance with their judgment.

The above Notice and Proxy Statement are sent by order of the Board of
Directors.

/s/ Scott A. Alexander
Scott A. Alexander, Secretary

<PAGE>

EXHIBIT A

SBS TECHNOLOGIES, INC.
1993 DIRECTOR AND OFFICER STOCK OPTION PLAN

I. PURPOSE

The purpose of the 1993 Director and Officer Stock Option Plan (the "Plan")
is to promote the long term success of SBS Technologies, Inc. by: (i) providing
a means through which the Company can attract, retain and compensate Directors
and Executive Officers who can materially contribute to the success of the
Company and (ii) encourage stock ownership by Directors and Executive Officers
so that they may have a proprietary interest in the Company's success.

II. DEFINITIONS

The capitalized words appearing in this Plan are defined as follows:

A. COMMITTEE means the Committee OF THE BOARD OF DIRECTORS
appointed by the Board of Directors of the Company to
administer the Plan as to officers, as more fully described
in the Plan.

B. COMMON STOCK means the no par value common stock of SBS
Technologies, Inc.

C. COMPANY means SBS Technologies, Inc., and any subsidiaries.

D. OPTION means the right to acquire Common Stock, conferred
pursuant to this Plan.

E. OPTION SHARES means shares of Common Stock which may be
acquired under an Option.

F. OPTIONEE means the person entitled to acquire Option Shares
under an Option.

G. EFFECTIVE DATE means the date the Plan is approved by the
affirmative votes of the holders of a majority of the
outstanding Common Stock entitled to vote at a meeting of
the Company shareholders duly held in accordance with the
laws of New Mexico.

H. PLAN means the 1993 Director and Officer Stock Option Plan.

I. PLAN SHARES means the aggregate amount of Common Stock which
may be awarded under the Plan.

<PAGE>

III. ELIGIBLE DIRECTORS AND OFFICERS

All Directors of the Company who are not employees of the Company, whether
elected or appointed, ("Eligible Directors") and all Executive Officers of the
Company subject to Section 16 of the Securities Act of 1934 ("Eligible
Officers"), are eligible for awards under the Plan.

IV. THE COMMITTEE

The Committee will consist of two or more "NON-EMPLOYEE" Directors as that
term is defined in SECTION 16b-3(b)(3)(i). No member of the Committee will be
an Eligible Officer. The Committee will administer the Plan and, from time to
time and in its sole discretion, select from Eligible Officers those to whom
Options will be awarded AND MAKE THOSE AWARDS. The number of Option Shares
covered by an Option will be determined BY THE COMMITTEE in accordance with the
criteria determined by the Committee, including Company performance. The
exercise price will be DETERMINED BY THE COMMITTEE AND, IF NOT OTHERWISE
DETERMINED, WILL BE THE closing price for the Common Stock on the trading day
immediately preceding the date of grant. The Committee will determine, in its
sole discretion, the terms of vesting, and exercise, AND TERMINATION OR
EXPIRATION of the Options. Payment for Option Shares upon exercise of an Option
WILL be made in cash OR, IN THE DISCRETION OF THE COMMITTEE DETERMINED AS OF THE
GRANT OF (OR BY AMENDMENT TO) THE OPTION AND INCORPORATED THEREIN, (I) IN COMMON
STOCK (VALUED AS DETERMINED BY THE COMMITTEE) OR (II) THROUGH A NET EXERCISE OF
THE OPTION.

V. PLAN SHARES

The maximum number of Plan Shares for which Options may be awarded each
fiscal year is five percent of the number of shares of Common Stock outstanding
at the first day of that fiscal year. Those Plan Shares underlying expired or
terminated Options issued under the Plan and Plan Shares available each year
under the Plan as to which Options were not granted in that year shall be added
to the maximum number of Plan Shares available in any subsequent fiscal year.

VI. GRANTS TO DIRECTORS

Each Eligible Director, upon his or her APPOINTMENT BY THE BOARD OF
DIRECTORS WITHIN 90 DAYS OF THE COMPANY'S MOST RECENTLY HELD MEETING OF
SHAREHOLDERS AT WHICH DIRECTORS WERE ELECTED, or election as a Director, shall
automatically be awarded an option for 5,000 Option Shares. An Eligible
Director serving at the Effective Date of the Plan who did not receive a grant
of 5,000 Option Shares upon becoming a Director will receive an Option for 5,000
Option Shares upon the Effective Date of the Plan. Thereafter, UPON EACH
RE-ELECTION AS A DIRECTOR, the Eligible Director shall automatically receive an
Option for 5,000 Option Shares.

<PAGE>

VII. EXERCISE OF OPTIONS

This paragraph applies to Options held by Eligible Directors. The exercise
price per Option Share shall be the closing price for the trading day
immediately preceding the date of grant. The Option will vest AND BECOME
EXERCISABLE AT 5:00 P.M., NEW MEXICO TIME, ON THE DAY BEFORE THE NEXT MEETING OF
SHAREHOLDERS OF THE COMPANY AT WHICH DIRECTORS ARE ELECTED FOLLOWING THE GRANT
OF THE OPTION IF THE ELIGIBLE DIRECTOR STILL HOLDS OFFICE. The Option shall
terminate the earlier of (i) failure to vest, (ii) five years from the date of
grant OR (III) TWELVE MONTHS FROM THE DATE THE OPTIONEE CEASES TO BE A MEMBER
OF THE BOARD OF DIRECTORS. Payment for Option Shares upon exercise of an Option
WILL be made in cash, OR IN THE DISCRETION OF THE BOARD OF DIRECTORS DETERMINED
AS OF THE DATE OF GRANT (OR UPON AMENDMENT) OF THE OPTION AND INCORPORATED
THEREIN, (I) IN COMMON STOCK VALUED AS DETERMINED BY THE BOARD OF DIRECTORS, OR
(II) THROUGH A NET EXERCISE OF THE OPTION.

VIII. RESTRICTIONS ON TRANSFER

Unless and until the Company registers Plan Shares under the Securities Act
of 1933 (THE "ACT") and as required by the securities laws of other applicable
jurisdictions, the Option Shares awarded under the Plan will be "restricted
securities" as that term is defined under Rule 144 of that Act and may only be
transferred upon registration or in reliance on an exemption, established to the
satisfaction of the Company, under the Act. EXCEPT WITH SPECIFIC APPROVAL BY
THE BOARD OF DIRECTORS OR THE COMMITTEE, no Option will be transferable by the
Optionee other than by will or the laws of descent and distribution or pursuant
to a qualified domestic relations order as defined by the Internal Revenue Code
of 1986, as amended, or Title I of the Employee Retirement Income Security Act,
or the rules thereunder, UNLESS A PROPOSED TRANSFER IS IN COMPLIANCE WITH THE
REQUIREMENTS FOR REGISTRATION OF THE OPTION OR OPTION SHARES ON FORM S-8 UNDER
THE ACT AS THOSE REQUIREMENTS ARE THEN IN EFFECT. Moreover, all Option Shares
are subject to the transferability restrictions imposed by Section 16 of the
Securities Exchange Act of 1934. NO OPTION (OTHER THAN UPON EXERCISE) OR OPTION
SHARE MAY BE TRANSFERRED OR OTHERWISE ALIENATED IN ANY WAY FOR A PERIOD OF SIX
MONTHS FROM THE DATE OF GRANT, as provided in Rule 16b-3(d)(3).

IX. RECLASSIFICATION, CONSOLIDATION, MERGER OR EXCHANGE

If and to the extent that the number of issued shares of Common Stock is
increased or reduced by change in par value, split up, reclassification,
distribution of a dividend payable in Common Stock, or the like, the number of
Plan Shares will be proportionately adjusted. If the Company is reorganized,
consolidated, or merged, or shares of Common Stock are exchanged, with another
corporation (an "Event"), Eligible Directors and Eligible Officers will be
entitled to receive shares of the reorganized, consolidated, or merged company,
or shares exchanged, in the same proportion, under the same circumstances and
subject to the same conditions AS IF THE EVENT HAD NOT OCCURRED.

X. MANDATORY TAX WITHHOLDING

Upon issuance of Option Shares under this Plan to an Eligible Director or
Eligible Officer ("Participant"), the number of Option Shares otherwise issuable
or payable MAY, AT THE OPTION OF THE OPTIONEE WITH THE CONSENT OF THE COMPANY,
be reduced by the amount necessary to satisfy the Participant's United States
Federal and, where applicable, state and local tax withholding requirements.

<PAGE>

XI. SHAREHOLDER APPROVAL

This Plan will be presented for consideration and approval of the
shareholders of the Company at a meeting, special or regular, of the
shareholders of the Company. If the Plan is not approved by the shareholders,
the Plan shall terminate. No awards may be made under the Plan until that
approval is received.

XII. RIGHTS AS SHAREHOLDER AND EMPLOYEE

No person eligible to participate in this Plan will have any rights as a
Shareholder of the Company with respect to the Option Shares before the date of
issuance to that person of certificates for exercised awarded Option Shares.
Neither the Plan nor any awards granted under the Plan will confer upon a
participant any right to continue in the employ or to continue as a Director of
the Company.

XIII. TERM OF THE PLAN

The Plan will terminate on the earlier of the award of all of the Plan
Shares or termination by the Board of Directors.

XIV. CONSTRUCTION

The Plan will be interpreted and administered under the laws of the State
of New Mexico. The Plan is intended to qualify under and comply with all
applicable conditions of Rule 16b-3, or its successors, of the Securities
Exchange Act of 1934. To the extent any provision of the Plan or action by the
Committee fails to so comply, it shall be deemed null and void, to the extent
permitted by law and, with respect to actions by the Committee or Board of
Directors, deemed advisable by the Committee or Board of Directors.

XV. INTERPRETATION

All questions of interpretation and application of the Plan will be
determined, as they relate to the Eligible Officers, solely by the Committee,
as they relate to the Board of Directors, solely by the Board of Directors, the
determination of which will be final and binding upon all parties.

XVI. AMENDMENT OF PLAN

This Plan may be amended by a majority vote of the Board of Directors AT
ANY TIME AND FROM TIME TO TIME, EXCEPT THAT SHAREHOLDER APPROVAL OF AN AMENDMENT
WILL BE REQUIRED IF REQUIRED BY APPLICABLE LAW OR REGULATION OR THE REQUIREMENTS
OF ANY STOCK EXCHANGE OR NASDAQ SYSTEM WITH WHICH THE COMMON STOCK IS
REGISTERED.

<PAGE>
EXHIBIT B

SBS TECHNOLOGIES, INC.
1997 EMPLOYEE INCENTIVE STOCK OPTION PLAN

I. PURPOSE

The purpose of the 1997 Employee Incentive Stock Option Plan (the "Plan")
is to promote, through the award of options for Common Stock, the long term
success of SBS Technologies, Inc. by: (i) providing a means through which the
Company can attract and retain specified employees who can contribute materially
to that success and (ii) encouraging stock ownership by those specified
employees so that they may have a proprietary interest in the Company's success.

II. DEFINITIONS

The capitalized words appearing in this Plan are defined as follows:

A. COMMITTEE means the Committee appointed by the Board of
Directors of the Company to administer the Plan, as more
fully described in the Plan.

B. COMMON STOCK means the no par value common stock of SBS
Technologies, Inc.

C. COMPANY means SBS Technologies, Inc., and any subsidiaries.

D. DISABILITY means disability as defined in Section 22(e)(3)
of the IRC.

E. ELIGIBLE EMPLOYEE means an employee eligible to receive
Options under the Plan as defined elsewhere in the Plan.

F. EFFECTIVE DATE means the date the Plan becomes effective, as
provided in the Plan.

G. IRC means the Internal Revenue Code and regulations issued
under it, as both may from time to time be amended.

H. ISSUED, when used with respect to Plan Shares, means Common
Stock actually issued and outstanding.

I. OPTION means the right to acquire Common Stock conferred
pursuant to this Plan in accordance with the provisions of
Section 422 of the IRC.

J. OPTION SHARES means shares of Common Stock which may be
acquired under an Option.

K. OPTIONEE means the individual entitled to acquire Option
Shares under an Option.

L. PLAN means the 1997 Employee Incentive Stock Option Plan of
the Company, which is intended to qualify under Section 422
of the IRC.

<PAGE>
M. PLAN SHARES means the aggregate amount of Common Stock which
may be purchased pursuant to Options under the Plan.

III. ELIGIBLE PARTICIPANTS

Any one or more of the Company's Officers, and full-time employees, are
eligible to participate in the Plan. No Option will be granted to any Director,
as such, of the Company or member of the Committee.

IV. THE COMMITTEE

The Committee will be a committee of the Board of Directors composed of two
or more Directors designated by the Board of Directors of the Company. The
Committee will administer the Plan and, from time to time and in its sole
discretion, select from the Eligible Employees and recommend to the Board of
Directors those to whom Options will be granted and the number of Option Shares
for each Option.

V. PLAN SHARES

The aggregate number of Plan Shares is 300,000. The Company will at all
times during the term of the Plan reserve and keep available a number of shares
of Common Stock sufficient to satisfy the requirements of the Plan and will pay
all fees and expenses necessarily incurred by the Company in connection with the
exercise of Options. The number of Plan Shares will be adjusted if a
reclassification, consolidation or merger should occur, as provided elsewhere in
the Plan.

VI. TERMS AND CONDITIONS OF OPTIONS

A. TERMS, CONDITIONS AND LIMITATIONS IN ALL OPTIONS.

Except as otherwise provided in the Plan, one or more Options may be
granted to any Eligible Employee. Each Option must be evidenced by a written
stock option agreement between the Company and the Optionee in such form or
forms as the Committee from time to time may prescribe and no Option will be
deemed granted until the execution of that agreement. Option agreements need
not be identical to each other but must comply with and be subject to the
following terms and conditions:

1. PURCHASE PRICE. The purchase price for an Option Share will not
be less than the fair market value per share of the Common Stock
on the date of grant of the Option. If an Optionee owns more
than 10% of the voting power of all classes of the Company's
stock, the purchase price per Option Share will be not less than
110% of the fair market value of the Common Stock on the date of
grant of the Option. In each case, the fair market value used in
determining the purchase price of an Option Share will be
determined in good faith at the time of grant of the Option by
decision of the Committee.

2. EXERCISE. Any option granted will contain provisions established
by the Committee setting forth the manner of exercise of the
Option. However, no Option may be exercisable by its terms after
the earlier of:

<PAGE>

a ten years from the date of the grant of the Option or,
in the case of a person then owning more than 10% of
the voting power of all classes for the Company's
stock, five years from the date of the grant; or

b. the expiration of three months after the date on which
Optionee's employment (full-time or part-time) by the
Company is terminated other than by Disability; or

c. the expiration of one year from the date on which
Optionee's termination of employment occurs as a result
of Disability; or

d. If Optionee dies while in Company's employ, the earlier
of six months from the date of issuance of letters
testamentary or letters of administration to the
executor or administrator of a deceased Optionee, or
one year after Optionee's death.

3. PAYMENT FOR OPTION SHARES. Payment may be made, in the
discretion of the Committee, in cash or in stock of the
Company having a fair market value, as determined in good
faith by the Committee, on the date of exercise equal to the
price for which the Option Shares may be purchased.

4. NONTRANSFERABILITY. The terms of any Option granted
must include provisions making the Option nontransferable by
the Optionee otherwise than by will or the laws of descent
and distribution and prohibiting exercise by anyone other
than the Optionee during the Optionee's lifetime. Option
Shares which are issued may be subject to restrictions on
transfer.

B. NON-ISOP ISSUANCES.

If for any reason an Option issued under this Plan fails to qualify as
an incentive stock option under the IRC, that Option will be deemed to be issued
under this Plan as a non-qualified Option to the extent it does not so qualify.

C. OTHER TERMS.

Any Option granted under the Plan will contain such other and
additional terms, not inconsistent with the terms of the Plan, which are deemed
necessary or desirable by the Board of Directors of the Company, the Committee
or legal counsel to the Company, or which, together with the terms of the Plan,
are necessary to constitute the Option as an "incentive stock option" within the
meaning of Section 422 of the IRC.

D. COMPLIANCE WITH SECURITIES LAWS.

No Option or Option Shares will be issued to an Eligible Employee or
Optionee except in compliance with applicable state and federal securities laws,
and the Company will have no obligation to issue Option Shares under an Option
if compliance with those laws has not been achieved.

<PAGE>

VII. RECLASSIFICATION, CONSOLIDATION, MERGER OR EXCHANGE

If and to the extent that the number of Issued shares of Common Stock is
increased or reduced by change in par value, split up, reclassification,
distribution of a dividend payable in Common Stock, or the like, the number of
Plan Shares, Option Shares, and the purchase price per Option Share will be
proportionately adjusted. If the Company is reorganized, consolidated, or
merged, or shares of Common Stock are exchanged, with another corporation (an
"Event"), the Optionee will be entitled to receive options covering shares of
the reorganized, consolidated, or merged company, or shares exchanged, in the
same proportion, at an equivalent price, and subject to the same conditions.
The excess of the aggregate fair market value of the shares subject to the
option immediately after the Event over the aggregate price of those shares will
not be more than the excess of the aggregate fair market value of all Option
Shares immediately before the Event over the aggregate option price of the
Option Shares, and the new option or assumption of the old Option will not give
the Optionee additional benefits the Optionee did not have under the old Option,
or deprive the Optionee of benefits which the Optionee had under the old Option.

VIII. RIGHTS AS SHAREHOLDER AND EMPLOYEE

No Optionee will have any rights as a Shareholder of the Company with
respect to any Option Shares before the date of issuance to the Optionee of the
certificates for the Option Shares. Neither the Plan nor any Option granted
under the Plan will confer upon an Optionee any right to continue in the
employment of the Company.

IX. EFFECTIVE DATE

The Effective Date of the Plan is the date of its adoption by the Board of
Directors of the Company.

X. TERM OF THE PLAN

The Plan will terminate not later than, and no Options will be granted
after, the tenth anniversary of the Effective Date. The provisions of the Plan
will, however, continue after termination of the Plan to govern all Options
granted under the Plan until the exercise or expiration of the Options. The
Plan may be terminated at any time by the Board.

XI. CONSTRUCTION

The Plan and Options granted under the Plan will be interpreted and
administered under the laws of the State of New Mexico.

XII. INTERPRETATION

All questions of interpretation and application of the Plan and any Options
will be determined solely by the Board of Directors and the determination of the
Board of Directors will be final and binding upon all parties.

<PAGE>

XIII. STOCKHOLDER APPROVAL

This Plan will be presented for consideration and approval of the
shareholders of the Company at a meeting, special or regular, of the
shareholders of the Company held within twelve months of the Plan's Effective
Date. If the Plan is not approved by the shareholders, the Plan shall terminate
and all options granted under it shall be immediately forfeited.

XIV. AMENDMENT OF PLAN AND OPTIONS

This Plan may be amended or modified by the Board of Directors of Company
without further action by shareholders, except that shareholder approval is
required for (i) increasing the maximum number of shares of Common Stock which
may be issued under the Plan (other than increases under Article VII of the
Plan), or (ii) changing the employees or class of employees eligible to
participate in the Plan.

<PAGE>

EXHIBIT C

SBS TECHNOLOGIES, INC.
1996 EMPLOYEE STOCK PURCHASE PLAN
300,000 SHARES

I. PURPOSE

The purpose of the 1996 Employee Stock Purchase Plan ("Plan") of SBS
Technologies, Inc. ("SBS") and its subsidiaries (together, with SBS, the
"Company") is to attract, compensate and retain well-qualified employees by
providing to them an equity interest in the Company's success.

II. PLAN SHARES

SBS may issue and sell not more than 300,000 shares ("Plan Shares") of its
no par value common stock ("Common Stock") pursuant to the Plan. The Plan
Shares include authorized but unissued shares of Common Stock and shares of
Common Stock that have been subject to unexercised options under the Plan,
whether those options have terminated or expired by their terms, by
cancellation, or otherwise. The number of Plan Shares will be adjusted if the
number of outstanding shares of Common Stock of SBS is increased or reduced by
split-up, reclassification, stock dividend and the like.

III. ADMINISTRATION

The Plan shall be administered by a committee ("Committee") of the Board of
Directors of SBS consisting of two or more directors who are "disinterested
persons" within the meaning of Rule 16b-3 under the Securities Exchange Act of
1934 ("Exchange Act") or such other persons as may be permitted by that Rule, as
amended or superseded from time to time. The Committee shall have the power and
authority necessary or appropriate to carry out the provisions of the Plan,
including the interpretation and construction of the Plan and the option grants
made under the Plan, the adoption, amendment or rescission of such rules and
regulations as the Committee deems advisable, the amendment with respect to the
terms of future option grants under the Plan, the termination of further option
grants under the Plan, and to make all other determinations the Committee deems
necessary or advisable in administering the Plan. The determinations of the
Committee on these matters shall be conclusive and binding upon all persons in
interest.

<PAGE>

IV. ELIGIBILITY

Options under the Plan may be granted only to Eligible Employees. Eligible
Employees are full-time employees of the Company but shall not include an
employee: (i) who, if an option is granted to the employee under the Plan,
will, immediately after the option is granted own or be entitled to purchase
under such an option 5% or more of the total combined voting power or value of
all classes of stock of the Company, within the meaning of Section 423(b)(3) of
the Internal Revenue Code of 1986, as amended ("Code"), (ii) who, if an option
is granted, would have rights to purchase shares under all employee stock
purchase plans offered by the Company accruing at a rate exceeding $25,000 of
the fair market value of the Common Stock (determined at the time the option is
granted) for each calendar year in which the option is outstanding at any time,
(iii) whose customary employment is 20 hours or less per week, (iv) whose
customary employment is for not more than 5 months in any fiscal year, (v) who
is a highly compensated employee within the meaning of Code Section 414(g) as
amended or superseded from time to time and an executive officer of the Company
subject to Section 16 of the Securities Exchange Act.

V. OPTION GRANTS

Until such time as the Committee may in its sole discretion amend the terms
of the option grants or terminate further option grants under the Plan, all
eligible employees of the Company shall, on the twenty-first day of January,
1996, 1997 and 1998 ("Date of Grant"), be granted an option to purchase Plan
Shares on the following terms and conditions:

A. OPTION TERM.

The term of each option will be from the Date of Grant until 1700
hours, mountain time, on the date which is twenty-seven months from the Date of
Grant, when the option will expire ("Date of Expiration").

B. OPTION PRICE.

The purchase price per Plan Share ("Option Price") will be the fair
market value on the Date of Grant ("Date of Grant Price"). Fair market value
means (a) the closing price of the Common Stock on the NASDAQ National Market
System or, if the Common Stock is admitted to trading on an exchange, on that
exchange, or (b) if no such closing price is available, the value as determined
in good faith by the Board of Directors of SBS.

C. NUMBER OF OPTION SHARES.

The number of Plan Shares subject to each option shall, within the
limitations of eligibility, be the whole number equal to (i) up to 10% of each
eligible employee's annual base compensation (without regard to benefits,
bonuses or the like), the percentage to be determined by the Committee, divided
by (ii) the Date of Grant Price.

D. EXERCISE.

Each option may be exercised in whole or in part beginning eighteen
months from the Date of Grant, when the option will vest, until the Date of
Expiration by payment to the Company by cashier's check or money order of the
full amount of the exercise price of the Plan Shares being purchased.

<PAGE>

E. DELIVERY OF SHARES.

A stock certificate representing the Plan Shares purchased pursuant to
an exercised option, or if the Company has uncertificated shares, a written
notice complying with the New Mexico Business Corporation Act, will be delivered
by the Company to the purchaser as promptly as practicable after exercise of the
option.

F. TERMINATION OF EMPLOYMENT.

If an employee's employment with the Company is terminated for cause,
any option held by the employee, whether or not vested, will immediately
terminate. For purposes of this Plan, cause is defined to mean if the employee
refuses, upon the Company's request, or, fails, to render services competently
and in good faith to the Company's benefit while employed by the Company, or if
the employee violates any provision or restriction or fails to perform any
obligation contained in any employment agreement with the Company, or in any
Company policy or Company employment manual or practice, or unless otherwise
provided by Company policy or Company employment manual, (a) is reasonably
believed by Company (i) to have failed to comply with any employment or
nondiscrimination or similar law, regulation or policy, (ii) to abuse, as
determined by the Company, alcohol or to use drugs, (other than as prescribed by
employee's physician), or (b) refuses to submit to testing for alcohol or drugs,
or (c) is reasonably believed by Company to have committed or is charged with
any felony or a misdemeanor (except minor traffic violations and similar
offenses). If an employee is terminated for any reason other than for cause,
the employee's option will be exercisable in accordance with the terms of the
Plan, except that the option must be exercised within three months of the
employee's termination of employment and will expire at the end of that
three-month period to the extent not previously exercised.

VI. RIGHTS AS SHAREHOLDER

Until an option granted under the Plan has been exercised and the Plan
Shares acquired pursuant to that exercise have been issued (or a written notice
for uncertificated Plan Shares has been sent), the employee holding the option
will have no rights as a shareholder with respect to the Plan Shares subject to
the option.

VII. PLAN NOT TO AFFECT EMPLOYMENT

Nothing in this Plan or options issued under it confers upon any employee
the right to continue in the employ of the Company.

VIII. NONTRANSFERABILITY OF THE OPTION

No option granted under the Plan may be transferred or assigned otherwise
than by will or the laws of descent and distribution, nor may any option be
exercised by anyone other than the optionee during the optionee's lifetime.

IX. SEVERABILITY

If any part of this Plan is determined to be invalid or void in any
respect, that determination will not affect, impair, invalidate or nullify the
remaining provisions of this Plan, which will continue in full force and effect.

<PAGE>

X. COMPLIANCE WITH SECURITIES LAWS

If the Plan Shares have not been registered under the Securities Act of
1933 and any applicable state securities laws, the Company's obligation to issue
Plan Shares pursuant to the exercise of an option shall be conditioned upon
receipt of a representation letter in form satisfactory to the Company which
includes, among other things, a representation that the employee is acquiring
the Plan Shares for the employee's own account and not with a view to the
distribution; the certificate representing those Plan Shares will bear a legend
in a form deemed necessary or advisable by the SBS's legal counsel. In no event
shall the Company be obligated to issue any Plan Shares pursuant to the exercise
of an option if, in the opinion of SBS' legal counsel, that issuance would
result in a violation of any federal or state securities laws.

XI. EFFECTIVENESS AND SHAREHOLDER APPROVAL

The Plan is effective on January 21, 1996, subject to approval of the
shareholders of SBS. If approval by SBS shareholders is not obtained within
twelve months from the Plan's effective date, the Plan and any options issued
under it will be deemed void ab initio.

XII. STOCK ADJUSTMENTS

A. STOCK DIVIDENDS, SPLITS AND THE LIKE.

In the event of a stock dividend, stock split, recapitalization,
merger in which SBS is the surviving corporation or other capital adjustment
affecting the outstanding shares of Common Stock, an appropriate adjustment will
be made, as determined by the SBS Board of Directors, to the number of Plan
Shares and the exercise price per Plan Share with respect to any option granted
under the Plan.

B. LIQUIDATION AND REORGANIZATION.

If SBS is liquidated or is a party to a reorganization, consolidation
or merger in which SBS is not the surviving corporation, any option granted
under the Plan will vest.

XIII. AMENDMENT AND TERMINATION

The Committee or the SBS Board of Directors may at any time alter, amend,
suspend or terminate the Plan in whole or in part in any respect except that
upon termination of the Plan for reasons other than its failure to qualify as an
employee stock purchase plan under Section 423 of the Code, vested options may
still be exercised in accordance with their terms and, as to them, the Plan will
be considered to be in effect and not terminated until exercise or expiration of
the vested options. If the Plan is terminated because it fails to comply with
Section 423 of the Code, the Plan and all options issued under it, whether or
not vested, will terminate.

XIV. APPLICABLE LAW

This Plan will be construed in accordance with the laws of the State of New
Mexico, to the extent not pre-empted by applicable Federal law.

<PAGE>

PROXY
OF
SBS TECHNOLOGIES, INC.

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING ON
NOVEMBER 12, 1996.

The undersigned hereby appoints Andrew C. Cruce and James E. Dixon, and each of
them, Proxies, with full power of substitution, to vote and act with respect to
all shares of SBS Technologies, Inc. owned by the undersigned at the Annual
Meeting of Shareholders to be held at 8:30 a.m. EST on November 12, 1996, at the
Ralph Bunche Room, 28th Floor, of the Park Hyatt Hotel, One United Nations
Plaza, 44th Street at First Avenue, New York, New York, and at any
postponement(s) or adjournment(s) thereof, and instructs them to vote as
indicated on the matters referred to in the Proxy Statement for the meeting,
receipt of which is hereby acknowledged, with discretionary power to vote upon
such other business as may properly come before the meeting.

THIS PROXY REVOKES ALL PROXIES PREVIOUSLY GRANTED BY THE UNDERSIGNED FOR ANY
PURPOSE.

If you do not sign and return a proxy, or attend the meeting, your shares cannot
be voted.

SBS Technologies, Inc.'s Directors recommend a vote to elect all nominees and
"For" the proposals. SHARES WILL BE VOTED AS RECOMMENDED BY THE DIRECTORS
UNLESS OTHERWISE INDICATED. The Board of Directors knows of no other proposed
matters to be brought before the meeting.

1. ELECTION OF DIRECTORS

____ FOR all nominees listed below (except as indicated to the contrary
below)

____ WITHHOLD AUTHORITY to vote for all nominees listed below.

Scott A. Alexander, Warren Andrews, Christopher J. Amenson, William J. Becker,
Lawrence A. Bennigson, A. Wade Black, Andrew C. Cruce.

INSTRUCTION: To withhold authority to vote for any individual nominee listed
above, write that nominee's name in the space provided below.

2. RATIFICATION OF SELECTION OF KPMG PEAT MARWICK LLP AS INDEPENDENT
AUDITOR FOR THE FISCAL YEAR ENDING 1997.

[ ] For Ratification [ ] Against Ratification [ ] Abstain

<PAGE>

3. APPROVE AMENDMENT TO 1993 DIRECTOR AND OFFICER STOCK OPTION PLAN to:
clarify and redefine the membership of the Committee, redefine the
responsibilities of the Committee, to revise eligibility for grants to
appointed Directors, to revise the time of award of grants to
re-elected Directors and to, increase the number of options received
by the Directors, to amend the terms of the exercise of and payment
for the options, to revise transferability provisions, to make tax
withholding optional, and to amend the terms on which the Plan is to
be amended.

[ ] For Approval [ ] Against Approval [ ] Abstain

4. RATIFICATION OF THE 1997 EMPLOYEE INCENTIVE STOCK OPTION PLAN.

[ ] For Ratification [ ] Against Ratification [ ] Abstain

5. RATIFICATION OF THE 1996 EMPLOYEE STOCK PURCHASE PLAN.

[ ] For Ratification [ ] Against Ratification [ ] Abstain

6. If any other matters are properly brought before the meeting or any
postponement(s) or adjournment(s) thereof, the persons named as
Proxies or their substitutes are authorized to vote in accordance with
their best judgment.

SIGN HERE AS NAME(S) APPEAR ON THE ADDRESS LABEL

______________________________________ DATE _________________________

Please sign this Proxy and return it promptly. If signing for a corporation or
partnership or as agent, attorney or fiduciary, indicate the capacity in which
you are signing. Joint owners should each sign.