<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/ No Filing Fee Required
/ / $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:
- --------------------------------------------------------------------------------
(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):
- --------------------------------------------------------------------------------
<PAGE>
(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:
- --------------------------------------------------------------------------------
2
<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 9, 1998
Dear Shareholders:
You are cordially invited to attend SBS Technologies, Inc.'s 1998 Annual Meeting
of Shareholders, which will be held at the Stuart Room, Ground Floor, Victorian
Building, of the Hotel Del Coronado on Monday, November 9, 1998, 1500 Orange
Avenue, Coronado, California beginning at 9:00 a.m. PST. The purpose of the
meeting is to act on the following:
(1) To elect eight Directors.
(2) To ratify the appointment of KPMG Peat Marwick LLP as principal
independent auditors for fiscal year 1999.
(3) Transact any 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.
If you were a stockholder of record at the close of business on October 15,
1998, you may vote by proxy or in person at the annual meeting. Your vote is
important. Whether you plan to attend the meeting or not, please complete,
date, and sign the enclosed proxy card and mail it in the enclosed business
reply envelope. For your convenience, you may also call in your proxy vote
according to the instructions on the proxy card. If you vote your proxy over
the telephone, you do not need to mail in your completed proxy card. If you
attend the meeting and prefer to vote in person, you may do so even if you
have previously returned your proxy card.
Scott A. Alexander,
SECRETARY
October 16, 1998
3
<PAGE>
PROXY STATEMENT FOR THE SBS TECHNOLOGIES, INC.
1998 ANNUAL MEETING OF SHAREHOLDERS
INFORMATION ABOUT THE ANNUAL MEETING
WHY DID YOU SEND ME THIS PROXY STATEMENT?
We sent you this proxy statement and the enclosed proxy card because the Board
of Directors of SBS Technologies Inc. ("SBS," the "Company," or "We") is asking
you to vote for two items or, if you prefer, asking your permission to vote your
shares at the 1998 Annual Meeting of Shareholders. This proxy statement
includes information about the issues to be voted upon at the meeting, and 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.
On October 16, 1998 we began mailing these proxy materials to all shareholders
of record at the close of business on October 15, 1998. On October 15, 1998,
there were 5,838,725 shares of SBS Common Stock outstanding and entitled to
vote.
In accordance with New Mexico law, a list of shareholders entitled to vote at
the Annual Meeting will be available at the Hotel Del Coronado on November 9,
1998, and for 10 days before the meeting, between the hours 7:30 a.m. and 5:30
p.m., at the corporate headquarters of SBS Technologies Inc., 2400 Louisiana
Boulevard NE, AFC Building #5, Suite 600, Albuquerque, New Mexico 87110.
HOW MANY VOTES DO I HAVE?
If you were a shareholder at the close of business on October 15, 1998, you will
be entitled to vote. Each share of SBS common stock that you own entitles you
to one vote.
HOW CAN I VOTE MY SHARES?
You can vote on matters presented at the annual meeting in two ways:
a) By Proxy - You can vote by signing, dating and returning the enclosed proxy
card. If you do this, the persons named on the card (your "proxies") will
vote your shares in the manner you indicate. You may specify on your proxy
card whether your shares should be voted for all, some, or none of the
nominees for Director and whether your shares should be voted for or
against the other proposals. If you sign the enclosed card but do not
indicate specific choices, you have granted permission to have your shares
voted as follows:
- "FOR" the election of all eight nominees for Director,
- "FOR" ratification of the appointment of the principal independent
auditors for 1998.
If a nominee becomes unable to serve as Director, which we do not anticipate,
your proxies intend to vote for the election of a substitute nominee recommended
by the Board of Directors.
If any other matter is presented, your proxies will vote in accordance with the
best judgment of management. At the time this proxy went to press, we knew of
no matters that needed to be acted on at the annual meeting other than those
discussed in this proxy statement.
If you wish to give a proxy to someone other than the persons names on the
enclosed proxy card, you may strike out the names appearing on the card and
write in the name of any other person, sign the proxy, and deliver it to the
person whose name has been substituted.
4
<PAGE>
b) In Person - You may come to the annual meeting and cast your vote there.
If your shares are held in the name of your broker, bank, or other nominee
and you wish to vote at the annual meeting, you must bring an account
statement or letter from the nominee indicating that you were the
beneficial owner of the shares on October 15 1998, the record date for
voting.
MAY I REVOKE MY PROXY?
If you give a proxy, you may revoke it at any time before it is exercised. You
may revoke your proxy in any one of three ways:
- - Send another proxy with a later date
- - Notify SBS' Secretary in writing before the date of the annual meeting that
you have revoked your proxy, or
- - Vote in person at the annual meeting
HOW CAN I PRESENT AN ISSUE TO BE ADDRESSED AT NEXT YEAR'S ANNUAL MEETING?
Shareholders must submit proposals, intended to be considered at the next annual
meeting, in writing to the Secretary of the Company no later than June 19, 1999
for inclusion in the Company's Proxy Statement and Form of Proxy relating to the
meeting. Also, shareholders who wish to propose proper business from the floor,
for consideration at the 1999 meeting of shareholders, and who have not properly
submitted that proposal for possible inclusion in the Company's 1999 proxy
materials, must notify the Company's Secretary in writing not later than
September 1, 1999.
WHAT ARE THE COSTS OF SOLICITING THESE PROXIES?
SBS is paying all expenses to prepare, print, and mail this proxy material. We
will also pay the cost of soliciting the proxies, if necessary. We will
reimburse banks, brokerage firms, and other custodians, nominees, and
fiduciaries for reasonable expenses incurred in forwarding proxy materials to
beneficial owners and obtaining their instructions. We do not expect the
expenses to exceed $5,000.
HOW ARE THE PROXY STATEMENTS AND BALLOT FORMS DISTRIBUTED TO SHAREHOLDERS?
We have engaged our transfer agent, Norwest Bank, N.A. to assist in the
distribution and tabulation of proxies. A few regular employees of SBS may also
participate, without additional compensation, in the distribution and
solicitation of proxies by telephone, telegraph, facsimile, e-mail, and
personally.
WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL?
PROXY ITEM NO. 1
Election of Eight Directors: Each Director who receives the majority of
votes represented in person or by proxy at
the annual meeting will be elected. If you
do not vote for a particular nominee on your
proxy card, your vote will count as a vote
"AGAINST" the nominee.
PROXY ITEM NO. 2
Ratification of Appointment of
Independent Auditors: A "FOR" vote by a majority of the shares
represented in person or by proxy at the
annual meeting is required to ratify the
appointment of KPMG Peat Marwick LLP as the
principal independent auditors for 1999. If
you "ABSTAIN" from voting, your abstention
has the same effect as if you voted "AGAINST"
the proposal.
5
<PAGE>
PLEASE NOTE THE FOLLOWING:
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.
OWNERSHIP OF COMPANY COMMON STOCK
HOW MUCH STOCK DO SHAREHOLDERS NOT AFFILIATED WITH SBS OWN?
The following table sets forth, as of June 30, 1998, 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:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT OF CLASS
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1) BENEFICIALLY OWNED(2)
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Scudder Kemper Investments, Inc. (3) 421,300 7.42 %
Greenville Capital Management, Inc. (4) 325,058 5.72 %
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The ownership information disclosed above is based on a Schedule 13F
report dated June 30, 1998 filed with the Securities and Exchange
Commission.
(2) To the Company's knowledge, except where otherwise noted, each person
listed has sole voting power of the shares.
(3) The address for the shareholder is in care of Scudder Kemper
Investments, Inc., 222 South Riverside Plaza, Chicago, IL 60606.
(4) The address for the shareholder is in care of Greenville Capital
Management, Inc. 100 S. Rockland Falls Road, P.O. Box 220 Rockland, DE
19732.
HOW MUCH STOCK DO THE DIRECTORS AND EXECUTIVE OFFICERS OWN?
The following table sets forth, as of September 18, 1998, the beneficial
ownership of Common Stock by each Director and nominee for Director of the
Company, each named Executive Officer, and by all Directors and Officers as a
group (see footnotes for explanations):
6
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
NAME OF AMOUNT AND NATURE OF PERCENT OF CLASS
BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1) BENEFICIALLY OWNED (8)
- -----------------------------------------------------------------------------------------------------
<S> <C> <C>
Scott A. Alexander (nominee) (9) 283,256 (3, 5, 6) 4.85 %
Christopher J. Amenson (nominee) (9) 259,175 (3, 4) 4.43 %
Warren W. Andrews (nominee) 10,000 (6) (2)
William J. Becker (nominee) 33,600 (6) (2)
Lawrence A. Bennigson (nominee) 17,000 (6) (2)
James E. Dixon, Jr. (nominee) (9) 47,481 (3, 6) (2)
W. Keith McDonald (nominee) --
Richard A. Schuh 68,507 (3, 6, 7) 1.17 %
Alan F. White (nominee) 5,000 (6) (2)
Joseph J. Zabkar 15,214 (6) (2)
- -----------------------------------------------------------------------------------------------------
All the Directors and
Officers as a group 739,233 12.66 %
- -----------------------------------------------------------------------------------------------------
</TABLE>
The address for each of these shareholders 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 by this person through the SBS
Technologies, Inc. 401(k) Profit Sharing Plan.
(4) Includes 4,800 shares of Common Stock owned by spouse; includes
options to purchase 222,894 shares of Common Stock; options to
purchase 89,561 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.
(5) Includes 27,000 shares of Common Stock held by Mr. Alexander as
trustee for the benefit of his children.
(6) Includes, as to the person listed, options to purchase shares of
Common Stock currently exercisable under the Company's stock option
plans; Scott A. Alexander 33,636 options, Warren Andrews 10,000
options, William J. Becker 13,500 options, Lawrence A. Bennigson
15,000 options, James E. Dixon, Jr. 47,000 options, Richard A. Schuh
32,000 options, Alan F. White 5,000 options, and Joseph J. Zabkar
15,000 options.
(7) Includes 4,000 shares of Common Stock owned by spouse.
(8) To the Company's knowledge, except where otherwise noted, each person
has sole voting and investment power as to the shares.
(9) Is a named Executive Officer.
7
<PAGE>
The Company knows of no arrangements concerning anyone's ownership of stock
which may at a subsequent date result in a change in control of the Company.
WOULD YOU PLEASE DESCRIBE THE STRUCTURE OF THE BOARD OF DIRECTORS?
At the Annual Meeting, eight Directors will be elected by the holders of Common
Stock to hold office until the Annual Meeting of Shareholders in 1999, and until
their successors are elected, or until their earlier death, resignation, or
removal.
PROXY ITEM NO. 1 - ELECTION OF DIRECTORS
The following persons have consented to be nominated and, if elected, to serve
as Directors of the Company.
NOMINEES
SCOTT A. ALEXANDER, 48, 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 Technical Officer for the Company's Aerospace Group, Mr.
Alexander supports the design, development and implementation of critical
architectural requirements for the Company's avionics and telemetry products.
From November 1985 to September 1987, Mr. Alexander was a Senior Principal Staff
Member of the BDM Corporation. Before November 1985, Mr. Alexander was employed
at the Naval Air Test Center. 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.
CHRISTOPHER J. AMENSON, 48, became President and Chief Operating Officer of the
Company in April 1992, a Director in August 1992, the Company's Chief Executive
Officer in October 1996 and Chairman of the Board in May 1997. 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 also serves on the Board of Directors of
CapRock Communications Corp. 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 ("MIT").
WARREN W. ANDREWS, 55, became a Director in November 1996. Mr. Andrews is a
Market & Technology Analyst, Embedded Computer Industry, and 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, 72, 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
8
<PAGE>
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., 60, 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. In September 1998, Dr. Bennigson became a
Director of Toffler Associates and a member of the Toffler Advisory Board. 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.
JAMES E. DIXON, JR., 53, 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 of Finance, Howden Group America, Inc., a wholly owned
subsidiary of Howden Group PLC. Howden Group America's subsidiaries, whose
combined annual revenue then exceeded $200 million, specialize in the design and
manufacture of air and gas handling equipment, defense-related products and food
processing equipment. Mr. Dixon held various controller positions at
Westinghouse Electric Corporation from 1971 to 1985. Mr. Dixon holds a
Bachelor's Degree in Business Education from Indiana University of Pennsylvania.
W. KEITH MCDONALD, 51, is Senior Vice President, Sales and Marketing Operations,
Samsung Semiconductor, Inc., a leading supplier of computer memory products,
ASICs and processor products. Mr. McDonald has served in this position with
Samsung since 1990. From 1983 through 1989, Mr. McDonald held a similar
position with Toshiba America, Inc., where he was responsible for the
development of the sales organization and sales channels for ASIC, MCU, PCB,
memory, and custom device products for the Americas. From 1971 through 1982,
Mr. McDonald held various sales and marketing positions with Rockwell
International Corporation in the product areas of processor products, chip sets,
modems and computer memories. Mr. McDonald holds supplier council membership
with several world leading computer companies.
ALAN F. WHITE, 60, became a Director in November 1997. Mr. White is Senior
Associate Dean at the MIT Sloan School of Management. Mr. White began his
career at MIT in 1973, as an Alfred P. Sloan Fellow, and later served as
Director of that Program. From 1956 to 1965 Mr. White worked in the private
sector, where he served as a printer, and later worked in financial printing
sales and production. He gained international government experience as a
Regional Director for the U.S. Peace Corps in the Philippines from 1963-67. Mr.
White was the Director of the University of Hawaii Center for Cross Cultural
Training and Research from 1967-70, and served as Executive Assistant for the
President of the University of Hawaii from 1971-73. Mr. White has traveled
extensively and has been responsible for MIT programs in Asia, Europe and Latin
America. His current responsibilities include a major assignment in Singapore,
where MIT and the Government of Singapore have a five-year agreement to develop
a business school at the Nanyang Technological University. Mr. White served as
Director of Executive Education at MIT from 1973 to 1988, and is currently
directing the development of a major MIT management education project in China.
His activities in Asia encompass Korea, Japan, Thailand, Malaysia, Singapore,
Indonesia and China. Mr. White serves on the Boards of CIT Group, Celerity
Solutions, Inc., Management Sciences for the International Consortium for
Executive Development Research, and the Advisory Board of the Japan Management
Institute. Mr. White is a member of the Boston Council of the Council on
Foreign Relations. Mr. White has served as a consultant in the area of
management development and business development to many organizations, including
British Petroleum PLC, Citicorp, Inc., Gemini Consulting, and the Young
Presidents' Organization. Mr. White has published several articles in leading
journals in the field of Management Development. Mr. White holds a Bachelor's
Degree in Political Science from the University of Miami (Ohio) and a Master's
Degree in Business Management from the Sloan Fellows Program at MIT.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR"
THE ELECTION OF EACH NAMED NOMINEE.
9
<PAGE>
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
JOSEPH J. ZABKAR, 57, was appointed President of the Company's Computer Group in
February 1998. He is responsible for the Company's operations focused on
commercial applications. Before assuming this current position, Mr. Zabkar
served as President, SBS GreenSpring Modular I/O from April 1995 to January
1998. From July 1985 to March 1992, Mr. Zabkar was Vice President of Sales and
Marketing for Integrated Device Technologies, Inc., a Santa Clara,
California-based firm engaged in the design, manufacture and sales of CMOS
Integrated Circuits designed for use in very high performance computing
applications. From 1982 to 1985, he was President of Metaramics, a manufacturer
of ceramic packages used in high frequency power transistor applications.
Before this, Mr. Zabkar held sales and marketing positions at several
semiconductor companies. Mr. Zabkar holds a Bachelor of Science Degree in
Mechanical Engineering from Marquette University.
RICHARD A. SCHUH, 35, was appointed President of the Company's Aerospace group
in February 1998. He has responsibility for the Company's avionics and
telemetry products. Before assuming this position, Mr. Schuh served as
President and General Manager of the Company's Avionics Division from 1992 to
1998. From 1984 to 1992, Mr. Schuh was an application, design and marketing
engineer for Loral Instrumentation. He led project teams in satellite and
avionics ground stations, was the supervisor of Loral's application engineering
staff and was lead marketing engineer of satellite ground systems. Mr. Schuh
holds a Bachelor of Science Degree in Computer Science from National University.
HOW OFTEN DID THE BOARD OF DIRECTORS MEET?
The Board of Directors held twelve regular and special meetings during fiscal
year 1998. In addition to meetings of the full Board, Directors attended
meetings of Board Committees. Each Director attended more than 80% of the
aggregate Board and Committee Meetings.
ARE THERE COMMITTEES OF THE BOARD OF DIRECTORS?
The Board of Directors has three standing committees: Audit; Management
Development and Compensation; and Nominating.
AUDIT COMMITTEE
Members: Directors William J. Becker, Chairman; Lawrence A. Bennigson and
Warren Andrews
The Audit Committee, which held four meetings in fiscal year 1998, is
responsible for recommending to the Board of Directors the appointment of the
independent auditors of the Company and for providing a forum, independent of
management, for discussion of any issues or concerns the independent auditors
choose to raise.
MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE
Members: Directors Lawrence A. Bennigson, Chairman; William J. Becker, and Alan
F. White
During fiscal 1998, the Compensation Committee amended its name to the
Management Development and Compensation Committee and adopted a revised charter.
The Management Development and Compensation Committee, which held three meetings
in fiscal year 1998, is responsible for making recommendations to the Board of
Directors concerning policy and procedures which will attract, develop and
retain key managers and executives critical to the long term success of the
Company, and to align executive compensation with shareholder interests. The
Management Development and Compensation Committee provides guidance and overview
of all management development, executive salary, incentive and benefit programs.
In addition, the Management Development and Compensation Committee has the
responsibility to evaluate the performance of the Chief Executive Officer and
the President and Chief Operating Officer, recommending Chairman, CEO, President
and COO compensation to the full Board, and meeting annually with the Chief
Executive Officer to review management development programs and activities, and
succession planning. While the administration of management development and
compensation is the responsibility of Company management, the review and
recommendation of the Management Development and Compensation Committee is
required for: overall executive (individuals which lead businesses or functional
10
<PAGE>
responsibilities) compensation, philosophy and policy; incentive programs;
executive benefit and prerequisite programs; stock and stock option awards and
their terms to be awarded to officers subject to section 16(b) of the Securities
Exchange Act; Board member compensation and any other compensation issues as may
be directed to it.
NOMINATING COMMITTEE
Members: Directors Christopher J. Amenson, Chairman; Scott A. Alexander, Warren
Andrews and Alan F. White
The Nominating Committee, which held one meeting in fiscal year 1998, is
responsible for nominating a proposed slate of Directors for the ensuing year.
The Board of Directors approves the proposed slate of nominees for
recommendation to the shareholders. 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.
HOW MUCH ARE THE DIRECTORS PAID?
Employees who are also Directors receive no additional compensation for serving
as Directors. Effective November 11, 1997, Directors who are not employees are
paid an annual retainer of $10,000 for service on the Board and $4,000 for each
committee of the Board on which a Director serves. Non-employee 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. Non-employee Directors are able to elect, under the Company's 1998
Long-Term Equity Incentive Plan, to receive these payments in equivalent shares
of the Company's Common Stock subject to, and in accordance with, Section 16(b)
of the Securities Exchange Act of 1934. Under the terms of the 1993 Director
and Officer Stock Option Plan as amended, 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 5,000 shares. Effective
November 9, 1998, the initial and annual option grant to non-employee Directors
will be increased to 10,000 shares of the Company's Common Stock, 5,000 options
granted under the terms of the 1993 Director and Officer Stock Option Plan and
5,000 options granted under the terms of the Company's 1998 Long-Term Equity
Incentive 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.
DID THE DIRECTORS AND OFFICERS FILE ALL OF THEIR REQUIRED REPORTS WITH THE SEC
ON TIME?
Under the Securities Exchange Act of 1934, Directors and Officers of public
companies are required to report all personal transactions involving the
company's common stock with the Securities and Exchange Commission. Based upon
a review of Forms 3, 4 and 5 filed by Directors and Officers of SBS during
fiscal year 1998, the following table indicates those who have filed forms and
reported transactions late:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
NUMBER OF FORMS NUMBER OF TRANSACTIONS
NAME FILED LATE REPORTED LATE
- --------------------------------------------------------------------------------
<S> <C> <C>
Scott A. Alexander 0 0
- --------------------------------------------------------------------------------
Christopher J. Amenson 2 2
- --------------------------------------------------------------------------------
Warren W. Andrews 1 1
- --------------------------------------------------------------------------------
William J. Becker 1 1
- --------------------------------------------------------------------------------
Lawrence A. Bennigson 2 2
- --------------------------------------------------------------------------------
Stephen D. Cooper 2 3
- --------------------------------------------------------------------------------
James E. Dixon 2 2
- --------------------------------------------------------------------------------
Richard A. Schuh 1 0
- --------------------------------------------------------------------------------
Alan F. White 0 0
- --------------------------------------------------------------------------------
Zabkar, Joseph J. 2 1
- --------------------------------------------------------------------------------
</TABLE>
All Directors and Officers filed all other reports required by Section 16(a) of
the Securities Exchange Act of 1934.
11
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
HOW MUCH DO THE EXECUTIVE OFFICERS GET PAID?
The following table provides an overview of compensation that was paid for the
fiscal years ended June 30, 1998, 1997 and 1996 to the Company's Chief Executive
Officer and each of the Company's other Executive Officers whose total
compensation exceeded $100,000:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
- ------------------------------------------------------------------------------------------------------------------------------------
Long-Term
Compensation
Annual Compensation Securities Under- All Other
Name and Principal Position Salary Bonus lying Options Compensation
- --------------------------- ------ ----- (# Shares) ------------
----------
<S> <C> <C> <C> <C>
Christopher J. Amenson,
Chairman of the Board and
Chief Executive Officer
1998 200,000 - 25,000 9,616 (5)
1997 172,923 74,880 (10) 50,000 6,537 (12)
1996 156,000 74,900 (1, 2) 0 9,332 (6)
Stephen D. Cooper, (4)
President and Chief
Operating Officer
1998 180,000 - 10,000 47,473 (9)
Scott Alexander,
Executive Vice President
and Secretary
1998 175,000 - 0 9,354 (5)
1997 157,816 58,853 (10) 50,000 5,687 (3)
1996 133,328 71,500 (1, 2) 100,000 2,667 (5)
James E. Dixon, Jr., (7)
Vice President, Finance,
Treasurer & CFO
1998 148,000 - 27,000 8,001 (5)
1997 129,423 57,525 (10) 0 5,580 (13)
1996 90,675 40,250 (2) 60,000 57,875 (8)
Richard A. Schuh, (11)
President, Aerospace Group
1998 153,208 20,000 57,000 9,548 (5)
Joseph J. Zabkar, (14)
President, Computer Group
1998 160,492 20,000 37,000 9,961 (5)
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
12
<PAGE>
(1) Includes bonuses as to each person respectively, of $12,500 for Christopher
J. Amenson, and $25,000 for Scott Alexander, for fiscal year 1995 but paid
in fiscal year 1996.
(2) Includes accrued bonuses of $46,500 for Scott Alexander; $62,400 for
Christopher J. Amenson and $40,250 for James E. Dixon, Jr. for fiscal year
1996.
(3) Includes $4,222 in payments made by the Company pursuant to a contribution
matching program under its 401(k) plan and $1,465 paid for accrued leave
compensation.
(4) Stephen D. Cooper resigned from the Company effective May 14, 1998.
(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.
(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, Jr. 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, $3,574 in payments made by
the Company pursuant to a contribution matching program under its 401(k)
plan and $885 of miscellaneous income.
(9) Includes $7,978 in payments made by the Company pursuant to a contribution
matching program under its 401(k) plan, $2,480 paid for accrued leave
compensation, $36,667 paid for salary continuance, and $348 of
miscellaneous income.
(10) Accrued bonus for fiscal year 1997.
(11) Richard A. Schuh became President of the Aerospace Group in February 1998,
during the third quarter of fiscal year 1998.
(12) Includes $4,371 in payments made by the Company pursuant to a contribution
matching program under its 401(k) plan, $1,800 paid for accrued leave
compensation, and $366 of miscellaneous income.
(13) Includes $4,922 in payments made by the Company pursuant to a contribution
matching program under its 401(k) plan, $375 paid for accrued leave
compensation, and $283 of miscellaneous income.
(14) Joseph J. Zabkar became President of the Computer Group in February 1998,
during the third quarter of fiscal year 1998.
The following table provides information about 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, 1998:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
- ------------------------------------------------------------------------------------------------------------------------------------
Value of
Shares Number of Shares Unexercised In-
Acquired Value Underlying Unexercised the-Money Options
Name on Exercise Realized Options at June 30, 1998 at June 30, 1998
- ---- ----------- -------- ------------------------ ----------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
C. Amenson 0 0 222,894 50,000 $ 4,846,306 0
S. Cooper 7,500 $ 88,125 40,000 (2) 0 455,000 0
S. Alexander 30,000 738,750 33,636 50,000 828,287 0
J. Dixon 0 0 30,000 57,000 (1) 638,750 $ 567,875
R. Schuh 10,000 165,630 0 107,000 (4) 0 1,194,125
J. Zabkar 0 0 0 77,000 (3) 0 910,375
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
13
<PAGE>
(1) 10,000 of these options became exercisable July 21, 1998 and 7,000 became
exercisable July 24, 1998.
(2) S. Cooper exercised all of these options in July 1998.
(3) J. Zabkar exercised 12,000 of these options in August, 1998, 20,000 of
these options became exercisable on July 21, 1998 and 7,000 became
exercisable on July 24, 1998.
(4) 25,000 of these options became exercisable on July 21, 1998 and 7,000
became exercisable on July 24, 1998.
The following table provides information about individual grants of stock
options made to the Executive Officers named in the Summary Compensation Table
during the year ended June 30, 1998:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
OPTION GRANTS IN FISCAL YEAR 1998
- ------------------------------------------------------------------------------------------------------------------------------------
Number of Percent of Total
Securities Options Granted Exercise
Underlying to Employees Price Expiration
Name Options Granted In Fiscal Year Per Share Date Grant Date Present Value
- ---- --------------- -------------- --------- ---- ------------------------
<S> <C> <C> <C> <C> <C>
S. Cooper (1) 10,000 2.1% $ 20.25 07/24/07 $ 83,425 (8)
J. Dixon (2) 7,000 1.5% 20.25 07/24/07 58,398 (8)
(4) 20,000 4.3% 31.50 04/28/08 315,972 (11)
R. Schuh (3) 7,000 1.5% 20.25 07/24/07 58,398 (8)
(5) 50,000 10.7% 24.25 02/19/08 625,423 (9)
J. Zabkar (3) 7,000 1.5% 20.25 07/24/07 58,398 (8)
(6) 30,000 6.4% 24.25 02/19/08 355,342 (10)
C. Amenson (7) 25,000 5.3% 31.50 04/28/08 250,660 (12)
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Options were granted under the 1993 Director and Officer Stock Option Plan
and were to become exercisable when the Company's fiscal 1998 earnings per
share - assuming dilution reached $1.60 and when certain other
non-financial goals established by the Company were met. In conjunction
with S. Cooper's resignation, the vesting schedule was accelerated and the
options became exercisable on May 14, 1998.
(2) Options were granted under the 1993 Director and Officer Stock Option Plan
and became exercisable when the Company's fiscal 1998 earnings per share -
assuming dilution reached $1.60 and when certain other goals established by
the Company's Management Incentive Plan were met.
(3) Options were granted under the 1995 and 1996 Incentive Stock Option Plan
and became exercisable when the Company's fiscal 1998 earnings per share -
assuming dilution reached $1.60 and when certain other goals established by
the Company's Management Incentive Plan were met.
(4) Options were granted under the 1998 Long-Term Equity Incentive Plan. All
20,000 become exercisable seven years from the date of grant, but
acceleration of twenty-five percent per year beginning in fiscal 1999
occurs if certain earnings-per-share hurdles are met.
(5) Options were granted under the 1998 Long-Term Equity Incentive Plan;
beginning February 19, 1999, 12,500 per year become exercisable upon
continuous employment through February 19, 2002.
(6) Options were granted under the 1998 Long-Term Equity Incentive Plan;
beginning July 21, 1999, 15,000 per year become exercisable upon continuous
through July 21, 2000.
(7) Options were granted under the 1993 Director and Officer Stock Option Plan
and became immediately exercisable on the grant date of April 28, 1998.
14
<PAGE>
(8) The Grant Date Present Value was estimated using the Black-Scholes Model
with the following weighted average assumptions: expected life of 2.40
years, risk free rate of return of 5.38%, expected volatility of 62.59% and
a dividend yield of 0%.
(9) The Grant Date Present Value was estimated using the Black-Scholes Model
with the following weighted average assumptions: expected life of 3.90
years, risk free rate of return of 5.91%, expected volatility of 62.59% and
a dividend yield of 0%.
(10) The Grant Date Present Value was estimated using the Black-Scholes Model
with the following weighted average assumptions: expected life of 3.32
years, risk free rate of return of 6.44%, expected volatility of 62.59% and
a dividend yield of 0%.
(11) The Grant Date Present Value was estimated using the Black-Scholes Model
with the following weighted average assumptions: expected life of 3.54
years, risk free rate of return of 6.34%, expected volatility of 62.59% and
a dividend yield of 0%.
(12) The Grant Date Present Value was estimated using the Black-Scholes Model
with the following weighted average assumptions: expected life of 1.40
years, risk free rate of return of 6.00%, expected volatility of 62.59% and
a dividend yield of 0%.
ARE THERE EMPLOYMENT AGREEMENTS FOR THE EXECUTIVE OFFICERS?
All of our named Executive Officers have employment agreements with the Company.
Christopher J. Amenson serves as Chairman of the Board and Chief Executive
Officer under an employment agreement with the Company executed in April 1992.
The agreement, which initially had a five-year term, was amended in September
1997 to a one-year agreement, which automatically renews each year unless
terminated. The agreement currently provides for a base annual salary of
$250,000, assigns to the Company certain intellectual property developed by him
on Company time, and is terminable by either party, with or without cause, upon
six months notice by Mr. Amenson and three months notice by the Company. In
addition, the agreement provides for a six-month salary continuance severance
benefit, and contains non-competition clauses, which apply during the employment
period and for two years thereafter, and restrictions against disclosure of
proprietary Company information. 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 (a founder and former
Chairman of the Board and Chief Executive Officer), 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. (former
affiliate), 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.
Scott A. Alexander serves as Vice President & Secretary of the Company pursuant
to an employment agreement with the Company. The agreement, 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 agreement as amended currently
provides for a base annual salary of $175,000. Besides salary, the agreement
provides for a six-month salary continuance severance benefit. The agreement
contains non-competition clauses, which apply during the employment period and
for two years thereafter. Restrictions against disclosure of proprietary
Company information are included. Mr. Alexander's employment agreement will be
renewed and will be amended to have the same one-year term with automatic one
year renewals, as Mr. Amenson's agreement.
James E. Dixon, Jr. serves as Vice President of Finance and Administration,
Treasurer and Chief Financial Officer pursuant to an employment agreement dated
August 8, 1995 which remains in effect until discharge or resignation, with or
without cause, upon two weeks written notice by either party. The employment
agreement contains restrictions against disclosure or independent use of Company
confidential information during and after the employment period. The employment
agreement was amended in July 1998 to provide a base annual salary of $175,000.
Joseph J. Zabkar serves as President of the Company's Computer Group pursuant to
an employment agreement dated March 16, 1998 and ending upon resignation or
discharge, with or without cause, upon two weeks written notice by either party,
or November 1, 2000. The employment agreement provides for a base annual salary
of $175,000 and a six-month salary continuance severance benefit if Mr. Zabkar
is terminated without cause by the Company. The
15
<PAGE>
employment agreement contains restrictions against disclosure or independent use
of Company confidential information during and after the employment period.
Richard A. Schuh serves as President of the Company's Aerospace Group pursuant
to an employment agreement dated February 14, 1992 which remains in effect until
discharge or resignation, with or without cause, upon two weeks written notice
by either party. The employment agreement contains restrictions against
disclosure or independent use of Company confidential information during and
after the employment period. The employment agreement was amended in February
1998 to provide a base annual salary of $175,000.
REPORT OF THE BOARD MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE ON
EXECUTIVE COMPENSATION
The Board's Management Development and Compensation Committee is comprised
entirely of outside Directors who are not eligible to participate in the
compensation programs they oversee. The objective of the Management Development
and Compensation Committee is as follows:
- - make recommendations to the Board of Directors concerning policy and
procedures which will attract, develop and retain key managers and
executives critical to the long term success of the Company, and to align
executive compensation with shareholder interests
- - provide guidance and overview of all management development, executive
salary, incentive and benefit programs
- - evaluate the performance of the Chief Executive Officer and the President
and Chief Operating Officer, recommending Chairman, CEO, President and COO
compensation to the full Board, and
- - meet annually with the Chief Executive Officer to review management
development programs and activities, and succession planning.
While the administration of management development and compensation is the
responsibility of Company management, the review and recommendation of the
Management Development and Compensation Committee is required for:
- overall executive (individuals which lead
businesses or functional responsibilities)
compensation,
- philosophy and policy,
- incentive programs,
- executive benefit and perquisite programs,
- stock and stock option awards and their terms to
be awarded to officers subject to section 16(b) of
the Securities Exchange Act,
- Board member compensation, and
- any other compensation issues as may be directed
to it.
The total compensation of Christopher J. Amenson, the Chairman and Chief
Executive Officer, for fiscal 1998 was base salary of $200,000, recommended by
the Management Development and 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. Mr. Amenson participated in the Company's discretionary 1998 Management
Incentive Plan ("MIP"), although Mr. Amenson did not receive any awards under
the MIP. Mr. Amenson's threshold to participate in the MIP began once the
Company's earnings per share - assuming dilution for fiscal 1998 exceeded $1.66,
which the Company did not meet. Mr. Amenson's employment agreement was amended
in April 1998 based on the previously mentioned compensation surveys setting his
base salary effective July 1, 1998 at $250,000 annually (see "Employment
Agreements"). In April 1998, the Management Development and Compensation
Committee awarded Mr. Amenson options on 25,000 shares of the Company's Common
Stock under the 1993 Director and Officer Stock Option Plan with immediate
vesting.
16
<PAGE>
During fiscal 1998, Stephen D. Cooper held the position of President and
Chief Operating Officer until May 1998, at which time Mr. Cooper resigned,
from each position. Mr. Cooper's compensation for fiscal 1998 consisted of
$180,000 in base salary, based on the previously mentioned compensation
surveys, plus $36,667 in salary continuance through June 30, 1998. In July
1997, in accordance with the MIP, Mr. Cooper was granted options on 10,000
shares of the Company's Common stock under the terms of the 1993 Director and
Officer Stock Option Plan, vesting in seven years. In addition, vesting of
these options would accelerate to July 1998 assuming the Company's earnings
per share -assuming dilution for fiscal 1998 reached $1.60 and if certain
other non-financial goals were met. In conjunction with Mr. Cooper's
resignation the vesting schedule of these options was accelerated and the
options became exercisable effective May 14, 1998.
MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE
L. A. Bennigson
William J. Becker
Alan F. White
17
<PAGE>
HOW DID SBS COMMON STOCK PERFORM DURING THE FISCAL YEAR?
The graph below provides a comparison of the Company's cumulative total
stockholder return with performances of the NASDAQ Stock Market (U.S.) Index and
the NASDAQ Computer Manufacturer Index as a Peer Group. The SBS graph assumes
the investment of $100 on June 30, 1993 in SBS Common Stock. The NASDAQ
Computer Manufacturer Index's and the NASDAQ Stock Market (U.S.) Index's returns
assume reinvestment of stock and cash dividends.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG SBS TECHNOLOGIES, INC.,
THE NASDAQ STOCK MARKET (U.S.) INDEX
AND THE NASDAQ COMPUTER MANUFACTURER INDEX
<TABLE>
<CAPTION>
6/93 6/94 6/95 6/96 6/97 6/98
<S> <C> <C> <C> <C> <C> <C>
SBS TECHNOLOGIES, INC. 100.00 94.74 110.53 260.53 486.84 634.21
NASDAQ STOCK MARKET (U.S.) 100.00 100.96 134.77 173.03 210.38 277.69
NASDAQ COMPUTER MANUFACTURER 100.00 81.93 146.74 208.94 262.98 428.05
</TABLE>
* $100 INVESTED ON 6/30/93 IN STOCK OR INDEX-
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING JUNE 30.
18
<PAGE>
PROXY ITEM NO. 2 - 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 1999 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.
ANNUAL REPORT
The Annual Report to Shareholders concerning the operations of the Company for
fiscal year ended June 30, 1998, 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 that are to be
presented at the meeting. However, if any other matters should properly come
before the meeting, the Proxies will vote on those 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
19
<PAGE>
VOTE BY TELEPHONE
QUICK *** EASY *** IMMEDIATE --------
CALL TOLL FREE *** On a Touch Tone Telephone COMPANY
1-800-240-6326 - ANYTIME CONTROL
--------
Your telephone vote authorizes the named proxies to vote your shares in the
same manner as if you marked, dated, signed and returned your proxy card. The
deadline for telephone voting is noon (ET), November 6, 1998.
AUTOMATED TELEPHONE VOTING INSTRUCTIONS
1. Using a TOUCH-TONE telephone, dial 1-800-240-6326. Please make sure you
stay on the line until you receive a confirmation of your vote.
2. When prompted, enter the 3-digit Company Number located in the box on the
upper right hand corner of the proxy card.
3. When prompted, enter your 7-digit numeric Control Number that follows the
Company Number.
OPTION #1: To vote as the Board of Directors recommends on ALL proposals:
Press "1" When asked, please confirm your vote by pressing 1 -
THANK YOU FOR VOTING.
OPTION #2: If you choose to vote on each proposal separately: Press "0"
You will hear these instructions:
PROPOSAL 1: To vote FOR ALL nominees, press "1"; to WITHHOLD
FOR ALL nominees, press "9"; to WITHHOLD FOR AN
INDIVIDUAL nominee, press "0" and listen to the
instructions.
PROPOSAL 2: To vote FOR, press "1"; AGAINST, press "9"; ABSTAIN,
press "0"
When asked, please confirm your vote by pressing "1" - THANK YOU FOR VOTING.
IF YOU VOTE BY TELEPHONE, DO NOT MAIL BACK YOUR PROXY
-ARROW- PLEASE DETACH HERE -ARROW-
- ---------------------------------------------------------------------------
THE DIRECTORS RECOMMEND A VOTE "FOR" ITEMS 1 AND 2
1. Election of 01 Scott A. Alexander 02 Christopher J. Amenson
directors: 03 Warren W. Andrews 04 Lawrence A. Bennigson
05 William J. Becker 06 James E. Dixon, Jr.
07 W. Keith McDonald 08 Alan F. White
/ / FOR all listed / / WITHHOLD
nominees AUTHORITY
to vote for all listed
nominees
Each Director who receives the majority of votes represented in person or
by proxy at the annual meeting will be elected. If you do not vote for a
particular nominee on your proxy card, your vote will count as a vote
"AGAINST" the nominee.
(Instructions: To withhold authority to vote for any
individual nominee, write the number(s) in the box ----------------------
provided to the right.) ----------------------
2. APPROVAL OF APPOINTMENT OF KPMG PEAT MARWICK LLP AS INDEPENDENT AUDITORS
/ / For / / Against / / Abstain
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO
DIRECTION IS GIVEN, WILL BE VOTED FOR EACH PROPOSAL.
Date_________________________________
-------------------------------------
-------------------------------------
Signature(s) of Stockholder(s) in Box
PLEASE SIGN exactly as name appears at
left. Joint owners should each sign.
Executors, administrators, trustees,
etc. should so indicate when signing.
If signer is a corporation, please sign
full name by duly authorized officer.
Address Change? Mark Box
/ / Indicate change at left.
<PAGE>
SBS TECHNOLOGIES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS PROXY
1998
I appoint Christopher J. Amenson and James E. Dixon, Jr., together and
separately, as proxies to vote all shares of common stock which I have power
to vote at the annual meeting of shareholders to be held on November 9, 1998
in San Diego, California, and at any adjournment(s) or postponement(s)
thereof, in accordance with the instructions on the reverse side of this card
and with the same effect as though I were present in person and voting such
shares. The proxies are authorized in their discretion to vote upon such
other business as may properly come before the meeting and they may name
others to take their place.
(CONTINUED, AND TO BE SIGNED AND DATED ON REVERSE SIDE)
