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As filed with the Securities and Exchange Commission on December 15, 1998
Registration No. 333-**
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SBS Technologies, Inc.
(Exact name of registrant as specified in its charter)
New Mexico 85-0359415
(State of Incorporation) (I.R.S. Employer Identification No.)
2400 Louisiana Boulevard NE
AFC Building 5, Suite 600
Albuquerque, New Mexico 87110
(505) 875-0600
(Address of Principal Executive Offices)
SBS Technologies, Inc. 1998 Long-Term Equity Incentive Plan
(Full title of Plan)
Copy to:
Mr. Christopher J. Amenson Alison K. Schuler, Esquire
SBS Technologies, Inc. Schuler, Messersmith & McNeill
2400 Louisiana Boulevard NE 4300 San Mateo Blvd.NE Suite B-380
AFC Building 5, Suite 600 Albuquerque, New Mexico 87110
Albuquerque, New Mexico 87110 (505) 872-0800
(Name and address of agent for service)
(505) 875-0600
(Telephone number, including area code,
of agent for service)
Approximate date of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [x ]
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CALCULATION OF REGISTRATION FEE
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Titles of Each Class Amount to be Registered(1) Proposed Maximum Proposed Maximum Amount of
of Securities to be Offering Price Per Aggregate Registration Fee
Registered Security Offering Price(2)
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Common Stock 1,500,000 shares $31.50 $32,692,280.37 $9,088.46
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Total Registration Fee $9,088.46
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(1) Indicates the aggregate number of shares of Common Stock, no par value,
("Common Stock") authorized and reserved for issuance and which have been and
may be issued under, or sold upon the exercise of options which have been
granted and may be granted under, the SBS Technologies, Inc. 1998 Long-Term
Equity Incentive Plan(the "Plan"), plus such additional number of shares as
may be issued pursuant to the Plan in the event of a stock dividend, stock
split, recapitalization or other similar change in the Common Stock.
(2) This calculation is made solely for the purpose of determining the
registration fee pursuant to the provision of Rule 457(h) under the
Securities Act of 1933 (the "Act") as follows: (i) in the case of shares of
Common Stock which may be purchased upon the exercise of outstanding options,
the fee is calculated on the basis of the price at which the options may be
exercised; and (ii) in the case of shares of Common Stock not yet issued or
for which options have not yet been granted and the price or option price,
respectively, of which is therefore unknown, the fee is calculated on the
basis of the average of the high and low sales price per share of Common
Stock reported on the National Market System of the National Association of
Securities Dealers Automated Quotation System ("NASDAQ") as of December 9,
1998 (within 5 business days before filing this Registration Statement).
EXPLANATORY NOTE
In accordance with the instructional Note to Part 1 of Form S-8 as
promulgated by the Securities and Exchange Commission, the information
specified by Part 1 of Form S-8 has been omitted from this Registration
Statement on Form S-8 for offers of Common Stock of SBS Technologies, Inc.
("Company") pursuant to the Plan.
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SBS TECHNOLOGIES, INC.
1,500,000 SHARES OF COMMON STOCK
Issuable under the 1998 Long-Term Equity Incentive Plan
and offered for sale by Selling Shareholders
Selling Shareholders, who are officers and directors of SBS Technologies,
Inc. ("SBS" or "we"), will, from time to time, be selling shares ("Shares")
of Common Stock which they may acquire, by exercise of options or directly,
under our 1998 Long-Term Equity Incentive Plan ("Plan"). The Selling
Shareholders may make transfers, assignments, devises, pledges or donations
to other persons and successors in interest, and we include those other
persons in our use of the term Selling Shareholders. THE SELLING SHAREHOLDERS
WILL RECEIVE THE PROCEEDS FROM ANY SALES OF THE SHARES. WE WILL NOT RECEIVE
ANY PROCEEDS, EXCEPT THAT WE WILL RECEIVE THE OPTION EXERCISE PRICE FOR ANY
OPTIONS ISSUED UNDER THE PLAN AND EXERCISED BY THE SELLING SHAREHOLDERS.
The Selling Shareholders may offer and sell the Shares as follows:
- - On the National Market System of the National Association of Securities
Dealers Automated Quotation System ("NASDAQ") or otherwise.
- - At then prevailing or at negotiated fees.
- - By payment of all selling and other expenses, including discounts,
commissions or fees, except those paid by the purchasers of Shares. We will
pay only the expenses of preparing and filing this Prospectus and the
Registration Statement associated with it with the Securities and Exchange
Commission and for registering and qualifying the Shares. Please see
"Distribution" for more information.
The Selling Shareholders and brokers through whom sales of Shares are made
may be deemed to be "underwriters" under Section 2(11) of the Securities
Act of 1933, as amended ("Act"). If they are, any profits they realize may
be deemed to be underwriting commissions under the Act.
Our Common Stock is listed on the NASDAQ National Market System under the
trading symbol "SBSE". The closing price of our stock as reported by NASDAQ
on December 9, 1998 was $19.50.
PROSPECTIVE INVESTORS IN THE SHARES SHOULD CAREFULLY READ THE RISK FACTORS
BEGINNING ON PAGE 5 OF THIS PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The date of this Prospectus is December 15, 1998.
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You should rely only on the information in this Prospectus in making your
investment decision. We and the Selling Shareholders have not authorized any
one to give you any other information or representations. This Prospectus is
not an offer to sell or a solicitation of an offer to buy the Shares in any
state where the offer or sale is not permitted. The information in the
Prospectus is current only as of the date of the Prospectus and not
necessarily as of any later date.
TABLE OF CONTENTS
<TABLE>
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Prospectus Summary ............................................... 3
The Company ................................................. 3
Risk Factors ..................................................... 5
Growth Through Acquisition and Integration of
Acquired Companies ..................................... 5
Acquisition Charges ......................................... 6
Fluctuations in Operating Results ........................... 6
Reliance on Defense Spending ................................ 7
Reliance on Industry Standards; Fundamental
Technology Change ...................................... 7
Product Market Might Not Develop ............................ 8
Potential Year 2000 Problems ................................ 8
Competition ................................................. 9
Availability of Component Materials .........................10
Retention and Recruitment of Key Employees...................10
No Patent Protection ........................................11
Product Liability ...........................................11
International Sales in General ..............................12
Changes in Exchange Rates ...................................12
Trade Policies and Disputes .................................12
Potential Dilutive Effect of Outstanding Warrants
and Options and Registration Rights.....................12
Limited Public Float; Trading; Violatility of
Stock Price ............................................13
Absence of Dividends ........................................13
Selling Shareholders..............................................13
Plan of Distribution .............................................15
Legal Matters ....................................................16
Documents Incorporated By Reference...............................16
Statement of Available Information ...............................17
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PROSPECTUS SUMMARY
THIS PROSPECTUS CONTAINS FORWARD-LOOKING STATEMENTS WHICH INVOLVE
RISKS AND UNCERTAINTIES. SBS' ACTUAL RESULTS COULD DIFFER MATERIALLY FROM
THOSE ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN
FACTORS. THESE FACTORS INCLUDE INACCURATE ASSUMPTIONS AND A BROAD VARIETY OF
OTHER RISKS AND UNCERTAINTIES, INCLUDING SOME THAT ARE KNOWN AND SOME THAT
ARE NOT. NO FORWARD-LOOKING STATEMENT CAN BE GUARANTEED AND ACTUAL FUTURE
RESULTS MAY VARY MATERIALLY. ALTHOUGH IT IS NOT POSSIBLE TO PREDICT OR
IDENTIFY ALL THOSE FACTORS, THEY MAY INCLUDE THOSE SET FORTH IN THE "RISK
FACTORS" SECTION AND ELSEWHERE IN THIS PROSPECTUS.
THE COMPANY
SBS Technologies, Inc. is a leading designer and manufacturer of
open-architecture, standard bus embedded computer components that system
designers can easily utilize to create a custom solution specific to the
user's unique application. SBS' product lines include CPU boards ("CPU"),
general purpose input/output modules ("I/O"), avionics interface modules and
analyzers, interconnection and expansion units, telemetry boards, data
acquisition software and industrial computer systems and enclosures. SBS'
products are used in a variety of applications, such as telecommunications,
medical imaging, industrial control, and flight instrumentation in commercial
and aerospace markets. SBS capitalizes on its design expertise and customer
service capabilities to enhance product quality and reduce time to market for
OEM customers.
SBS' objective is to become a leading supplier of board level
components to the standard bus embedded computer market. SBS intends to
continue its growth through a combination of internal growth and
acquisitions. SBS achieves internal growth through expanding its existing
product lines through new product development and through increasing the
types and amounts of its products used by its existing customer base. SBS
also grows by acquisition of businesses which it believes will expand its
products and marketing opportunities. From inception through the end of its
1998 fiscal year, it acquired five businesses, now called SBS Berg Telemetry
Systems, Inc. ("Berg"), SBS GreenSpring Modular I/O, Inc. ("Greenspring"),
SBS Embedded Computers, Inc. ("SBS Embedded"), SBS Bit 3 Operations, Inc.
("Bit 3") and SBS Micro Alliance, Inc. ("Micro Alliance") (together, the
"Consolidated Subsidiaries"). Shortly after the close of the 1998 fiscal
year, SBS also acquired V-I Computer ("V-I") and interests in three
affiliated companies. The three affiliated companies (the "German Group")
are: or Industrial Computers GmbH (a German company of which a new SBS
subsidiary, SBS Holdings GmbH, acquired 50.1%) ("or"), ortec Electronic
Assembly, GmbH (a German company of which
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SBS Holdings GmbH acquired 50.2%) ("ortec") and or Computers Inc. (a
Virginia-based company, 100% of which was acquired by SBS Embedded). On
December 9, 1998, SBS acquired the remaining minority interests in or and
ortec, representing 49.9% and 49.8% of the outstanding interests,
respectively. As a result, both companies are now wholly-owned by SBS. The
acquisition was made pursuant to exclusive option agreements entered into on
July 1, 1998 in connection with SBS' acquisition of majority interests in the
two companies. On December 9, 1998, the parties amended the options to
permit exercise of the options in the period from December 1, 1998 to
December 31, 1998, and SBS exercised both options. The purchase price of DM
17.2 million (approximately $10.4) was not amended, and is payable, DM 16.2
million in cash on February 28, 1999, and DM 1.0 million in cash, or if
elected by the vendor, SBS common stock (valued as of the closing price on
February 26, 1999), on March 15, 1999. The purchase price bears interest of
4% per year from December 31, 1998 to the date due, and 8% per year if not
paid on the due dates. If the purchase price is not paid by March 20, 1999,
the vendors have the right to reacquire the German Group.
SBS is a leader in several segments of the multi-billion dollar
embedded computer market, with a continuing goal of expanding its market
presence. In the computer mezzanine board I/O segment, SBS has a line of
IndustryPacks(R) with over 120 variants and a recently introduced series of
ruggedized mezzanine I/O boards that serve a segment of the market in which
SBS had not previously participated. In the Avionics business, SBS' interface
boards and bus analyzers are the industry standard for quality and
innovation. SBS' Avionics customer base continues to broaden. During fiscal
1998, SBS participated in such programs as the Joint Strike Fighter
Replacement Program, the C130J next generation military transport aircraft,
and Sweden's GRIPEN fighter program. SBS' telemetry product line is focused
toward the satellite test and control market in order to serve the rapidly
expanding satellite market driven by both telecommunications and defense
applications.
SBS markets its products both domestically and internationally,
primarily through direct sales, and, to a limited extent, through independent
manufacturers' representatives. Its direct sales force, members of which
typically hold engineering degrees, is organized into two groups, the
aerospace group and the computer group. The aerospace group is responsible
for sales of SBS' avionics interface and telemetry products. The computer
group is responsible for sales of SBS' CPU, I/O, interconnect and industrial
computer systems and enclosure products. Customers include for instance,
Flight Safety International, General Electric, Boeing, Lockeed Martin, and
Currency Systems International. In fiscal 1998, international sales comprised
approximately 16% of SBS' sales.
SBS Technologies, Inc. was incorporated in New Mexico in November
1986. The Company's executive offices are located at 2400 Louisiana
Boulevard, NE, AFC Building 5, Suite 600, Albuquerque, New Mexico 87110, and
SBS' telephone number is (505) 875-0600. SBS' e-mail address is [email protected]
and our web site is http://www.sbs.com. References to the "Company" or "SBS",
"we" or "our" include SBS Technologies, Inc.'s Consolidated Subsidiaries,
V-I, and the German Group. IndustryPack-Registered Trademark- is a registered
trademark of SBS. All other trademarks and tradenames referred to in this
prospectus are the property of their respective owners.
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RISK FACTORS
IF YOU ARE THINKING OF INVESTING IN SBS' COMMON STOCK, YOU SHOULD
CONSIDER THE RISKS WE DESCRIBE IN THIS SECTION AND YOU SHOULD READ ALL OF
THIS PROSPECTUS CAREFULLY, BEFORE YOU INVEST. STATEMENTS IN THIS PROSPECTUS
ABOUT SBS' OUTLOOK FOR ITS BUSINESS AND MARKETS, SUCH AS PROJECTIONS OF
FUTURE PERFORMANCE, STATEMENTS OF MANAGEMENT'S PLANS AND OBJECTIVES,
FORECASTS OF MARKET TRENDS AND OTHER MATTERS, ARE FORWARD-LOOKING STATEMENTS
THAT INVOLVE RISKS AND UNCERTAINTIES. SBS' ACTUAL RESULTS MAY DIFFER
MATERIALLY FROM THE RESULTS DISCUSSED IN THE FORWARD-LOOKING STATEMENTS.
FACTORS THAT MAY CAUSE SUCH A DIFFERENCE INCLUDE, BUT ARE NOT LIMITED TO,
THOSE DISCUSSED BELOW.
GROWTH THROUGH ACQUISITION AND INTEGRATION OF ACQUIRED COMPANIES.
SBS has increased the scope of its operations through the
acquisition of seven businesses and product lines acquired since 1992. SBS
acquired Berg in fiscal 1993, GreenSpring in fiscal 1995, SBS Embedded in
fiscal 1997, Bit 3 in fiscal 1997, Micro Alliance in fiscal 1998, and, in
fiscal 1999, or, ortec, and or Computers Inc. and V-I. SBS' management and
financial controls, personnel, and other corporate support systems might not
be adequate to manage the increase in the size and the diversity of scope of
SBS' operations as a result of the recent acquisitions or any future
acquisitions. In addition, SBS' acquisitions might not increase earnings and
the companies acquired might not continue to perform at their historical
level.
A major element of SBS' business strategy is to continue to pursue
acquisitions that either expand or complement its business. In the future,
SBS might not be able to identify and acquire acceptable acquisition
candidates on terms favorable to SBS, and in a timely manner. SBS could use a
substantial portion of its capital resources for these acquisitions.
Consequently, SBS may require additional debt or equity financing for future
acquisitions. This financing may not be available on terms favorable to SBS,
if at all. Also, even if SBS does acquire other businesses, it will continue
to encounter the risks associated with the integration of the acquisitions
described above.
SBS anticipates that one or more potential acquisition
opportunities, including some that could be material, may become available in
the near future. If and when appropriate acquisition opportunities become
available, SBS intends to pursue them actively. An acquisition by SBS might
or might not, however, occur. An acquisition which does occur could
potentially materially and adversely affect SBS and might not be successful
in enhancing SBS' business.
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ACQUISITION CHARGES
As part of its strategy for growth, SBS acquires compatible
businesses. Not infrequently, in accounting for a newly acquired business,
SBS is required to amortize, over a period of years, intangible assets,
including goodwill. Although usually the acquired business' current operating
profit offsets the amortization expense, no one can assure that an acquired
business' operations will remain at their current levels. A decrease in the
acquired business' operating profit could reduce SBS' overall net income and
earnings per share. In addition, no one can assure that changes in future
markets or technologies will not require faster amortization of goodwill in
such a way that overall Company financial condition or results of operations
would be adversely affected. SBS may also be required, under generally
accepted accounting principles, to charge against earnings the value of an
acquired business' technology which does not meet the accounting definition
of "completed technology". When SBS acquired Bit 3 in 1996, it recorded
approximately $10.0 million in intangible assets, including goodwill. These
are being amortized on a straight line basis over the estimated benefit
period of ten years. Also, in connection with the Bit-3 acquisition, SBS
recorded an $11 million charge against earnings in the second fiscal quarter
of 1997. The amount of the charge against earnings was based on an assessment
by SBS, in conjunction with an independent valuation firm, of in process
purchased technology of Bit 3. SBS incurred a net loss of $5 million (or
$1.24 per share) for the second fiscal quarter of 1997 primarily as a result
of the earnings charge. In connection with SBS' acquisition of Micro Alliance
in fiscal 1998, SBS recorded $4.5 million of goodwill, which is being
amortized over a ten-year period. As a result of its recent acquisitions of
or, ortec, or Computers, Inc. and V-I, SBS recorded approximately $13.5
million of intangible assets, including goodwill. These are being amortized
on a straight line basis over the estimated benefit period of ten years.
Also, in connection with the acquisitions of or, ortec and or Computers,
Inc., SBS recorded a $527,000 charge against earnings for technology which is
not completed technology during the quarter ended September 30, 1998. See
"-Fluctuations in Operating Results."
FLUCTUATIONS IN OPERATING RESULTS
SBS has experienced fluctuations in its operating results in the
past and may experience those fluctuations in the future. Sales, on both an
annual and a quarterly basis, can fluctuate as a result of a variety of
factors, many of which are beyond SBS' control. These factors include the
timing of customer orders, manufacturing delays, delays in shipment due to
component shortages, cancellations of orders, the mix of products sold,
cyclicality or downturns in the markets served by SBS' customers, including
significant reductions in defense spending affecting certain of SBS'
customers, and regulatory changes. Because those fluctuations can happen, SBS
believes that comparisons of the
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results of its operations for preceding quarters are not necessarily
meaningful and that investors should not rely on the results for any one
quarter as an indication of how SBS will perform in the future. Investors
should also understand that, if SBS' sales or earnings for any quarter are
less than the level expected by securities analysts or the market in general,
the market price for SBS' Common Stock could immediately and significantly
decline.
RELIANCE ON DEFENSE SPENDING
In each of fiscal 1995, 1996, 1997,and 1998, SBS derived a
significant portion of its sales directly or indirectly from the U.S.
Department of Defense. SBS expects that the Department of Defense will
continue to be a significant source of sales. Changes in the geopolitical
environment or in national policy might result in significantly reduced
defense spending. Reduced spending could significantly reduce SBS' marketing
opportunities and revenues, and, therefore, materially adversely affect its
financial condition, results of operations, or liquidity. Also, SBS believes
that many of its potential customers will rely on U.S. government funding for
the purchase of SBS' products. Sales to these customers may be reduced if
those funds are unavailable or delayed because of budget constraints or
bureaucratic processes.
RELIANCE ON INDUSTRY STANDARDS; FUNDAMENTAL TECHNOLOGY CHANGE
Most of SBS' products are developed to meet certain industry
standards, which define the basis of compatibility in operation and
communication of a system supported by different vendors. Among such
standards which SBS' products meet are MIL-STD-1553, Telemetry IRIG Standards
and various ANSI standards. These standards are continuing to develop and can
change. If these standards are eliminated or changed, the design, manufacture
or sale of SBS' products could be inappropriate or obsolete and could require
costly redesign to meet new or emerging standards. SBS also believes that its
success will depend in part on its ability to develop products that evolve
with changing industry standards and customer preferences. SBS may or may not
be successful in developing those products in a timely manner, or in selling
the products it develops. SBS' delay or failure to adapt to changing industry
standards could significantly adversely affect its marketing and sales,
revenues and financial condition.
Many of SBS' product designs rely on state of the art digital
technology. Future advances in technology might make obsolete SBS' existing
product lines, which would require SBS to compete more and to undertake
costly redesign of its products to maintain its competitive position. SBS
might not be able to incorporate the new technology into its existing
products or to redesign its existing products in order to compete effectively.
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SBS' competitors are continually introducing new and enhanced
products and solutions for business needs. These products and solutions
probably will affect the competitive environment in the markets in which they
are introduced. The development of new products and technologies, or the
adaptation or development of products and technologies in response to them,
requires commitments of financial resources, personnel and time well in
advance of sales. Decisions with respect to those commitments must accurately
anticipate both future demand and the technology that will be available to
meet that demand. SBS might not be able to adapt to future technological
changes. If it does not, SBS' business might be materially adversely affected.
PRODUCT MARKET MIGHT NOT DEVELOP
Many of SBS' potential customers design and manufacture standard bus
embedded computers internally. Increased market acceptance of SBS' products
and services depends in part on these customers relying on SBS instead of
themselves to provide embedded computer components. SBS believes that
increased market acceptance of its products will also depend on a number of
factors. These factors include the quality of SBS' design and production
expertise, the increasing use and complexity of embedded computer systems in
new and traditional products, the expansion of markets that are served by
standard bus embedded computers, time-to-market requirements of the Company's
actual and potential products, the assessment of direct and indirect cost
savings, and customers' willingness to rely on SBS for mission-critical
applications. SBS believes that in many customer applications, the cost of
its products may exceed or be perceived to exceed the cost of internal
development. SBS will not be able to achieve its business growth objectives
if market acceptance of its products does not increase.
POTENTIAL YEAR 2000 PROBLEMS
The Year 2000 ("Y2K") issue refers to the inability of certain
date-sensitive computer chips, software, and systems to recognize a two-digit
date field as belonging to the 21st century. Mistaking "00" for 1900 or any
other incorrect year could result in a system failure or miscalculations
causing disruptions to operations, including manufacturing, a temporary
inability to process transactions, or send invoices, or engage in other
normal business activities. This is a significant issue for most, if not all,
companies, with far-reaching implications, some of which cannot be
anticipated with any degree of certainty. The Y2K issue may create unforeseen
risks to SBS from its internal computer systems as well as from computer
systems of third parties with whom it deals. Failure of SBS' or third
parties' computer systems could have a material impact on SBS' ability to
conduct business.
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COMPETITION
The standard bus embedded computer industry is highly competitive
and fragmented, and SBS' competitors differ depending on product type,
company size, geographic market and application type. SBS faces competition
in each of its product lines. SBS believes that because of the diverse nature
of SBS' products and the fragmented nature of the embedded computer market,
there is little overlap of competitors for each product line. Competition in
all of SBS' product lines is based on: performance, customer support, product
longevity, supplier stability, breadth of product offerings, and reliability.
For the 1998 fiscal year, SBS had revenues of $74.2 million and net income of
$10.1 million. Many of SBS' existing and potential competitors are bigger
companies which have financial, technological and marketing resources
significantly greater than those of SBS, which may give them a competitive
advantage. They and other competitors may have established relationships with
customers or potential customers, which can make it harder for SBS to sell
its products to those customers. SBS cannot promise that it will be able to
compete effectively in its current or future markets. Also, competitive
pressures might significantly adversely affect SBS' marketing and sales,
revenues and financial condition.
In the CPU market in which SBS Embedded's products are marketed, SBS
competes with a number of other suppliers of CPU boards. SBS' direct
competitors include other companies that build CPU boards based on Intel
microprocessor technology, such as Force Computers, Inc. (a wholly-owned
subsidiary of Solectron Corporation), RadiSys Corporation, VME Microsystems,
Inc. and XYCOM, Inc. In addition, with the acquisition of or and V-I, SBS
also competes with suppliers of CPU boards based on Motorola 68OxO, and
PowerPC architectures.
In the generalized computer I/0 product area served by GreenSpring
and its IP product line, SBS has two classes of competition. The first class
includes companies that compete directly by selling IP products. The second
class includes companies that compete with I/0 products using a different
implementation to provide functionally equivalent products. SBS' competitors
in each of these classes include Acromag, Inc., Systran, Inc. and VME
Microsystems, Inc.
In the telemetry market, SBS competes with suppliers such as Aydin
Vector Division, AVTECH Systems, Inc., L3 Communications, Inc., Terametrix,
Inc. and Veda, Inc.
In the avionics interface market in which SBS' MIL-STD 1553 products
are marketed, SBS competes with a number of other
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companies that produce similar avionics interface products. SBS' competitors
include Ballard Technologies, Inc., Data Devices Corporation, Excalibur
Technologies Corporation, Condor Engineering and Gesellschaft Fur Angewandte
Informatik und Mikroelekemik, GmbH.
In SBS' interconnect and expansion unit product line, SBS competes
with personal computer (PC) manufacturers that offer computer motherboards
with multiple PCI slots and with companies that have similar product lines.
There is no significant direct competitor in this market.
In SBS' industrial computer systems and enclosure business, SBS
competes with other suppliers of ISA/PCI systems and enclosures such as
I-Bus, a subsidiary of Maxwell Technologies, Texas Micro, Inc. and Industrial
Computer Source.
AVAILABILITY OF COMPONENT MATERIALS
Many of SBS' products contain state of the art digital electronic
components. SBS is dependent upon third parties for the continuing supply of
many of these components. Some of the components are obtained from a sole
supplier, such as Xylinx, Inc., or a limited number of suppliers, for which
alternate sources may be difficult to locate. Moreover, suppliers may
discontinue or upgrade some of the products incorporated into SBS' products,
which could require SBS to redesign a product to incorporate newer or
alternative technology. Although SBS believes that it has arranged for an
adequate supply of components to meet its short-term requirements, SBS does
not have contracts which would assure availability and price. If sufficient
components are not available when SBS needs them, SBS' product shipments
could be delayed, which could affect SBS' revenues during certain periods as
well as lead to customer dissatisfaction. If enough components are not
available, SBS might have to pay premiums for parts in order to make shipment
deadlines. Paying premiums for parts would lower or eliminate SBS' profit
margin and hurt its business and financial condition, or cause SBS to
increase its inventory of scarce parts, which would adversely affect SBS'
cash flow.
RETENTION AND RECRUITMENT OF KEY EMPLOYEES
SBS' ability to maintain its competitive position and to develop and
market new products depends, in part, upon its ability to retain key
employees and to recruit and retain additional qualified personnel,
particularly engineers. If SBS is unable to retain and recruit key employees,
its product development, marketing and sales, and revenues and business
condition could suffer material adverse effects.
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NO PATENT PROTECTION
Although SBS believes that some of its processes and equipment may
be proprietary, SBS has not sought patent protection for its technology. SBS
has relied upon trade secret laws, industrial know-how and employee
confidentiality agreements. SBS' processes and equipment might not provide it
with a sufficient competitive advantage to overcome its lack of patent
protection. Others could independently develop equivalent or superior
products or technology. Also, SBS might not be able to establish trade secret
protection, and secrecy obligations might not be honored. If consultants,
employees and other parties apply technological information developed
independently, by them or others, to Company projects, disputes may arise as
to the proprietary rights to that information. Those disputes may not be
resolved in favor of SBS.
SBS could have to litigate to enforce its proprietary rights,
protect its trade secrets, determine the validity and scope of the
intellectual property rights of others or defend against claims of
infringement. That litigation could be very expensive and could divert
resources which SBS could otherwise use in its business, which could hurt SBS
and its business.
Patent applications in the United States are not publicly disclosed
until the patents issue, so patent applications may have been filed by
someone else that relate to SBS' products and technology. SBS does not
believe that it infringes any patents of which it is aware, but someone could
make a patent infringement claim against SBS. Such a claim might
significantly hurt SBS and its business. If someone asserts infringement or
invalidity claims against SBS, SBS might have to litigate to defend itself
against those claims. In certain circumstances, SBS might try to obtain a
license under the claimant's intellectual property rights. The claimant might
not be willing to give SBS a license at all or on terms acceptable to SBS.
PRODUCT LIABILITY
SBS' products and services could be subject to product liability or
government or commercial warranty claims. SBS maintains primary product
liability insurance with a general aggregate limit of $2.0 million, $1.0
million per occurrence, and a $9.0 million excess policy. While SBS has never
been the subject of any significant claims of this kind, its products are
widely used in a variety of applications and claimants have a propensity
initially to pursue all possible contributors in a legal action. If a claim
is made against SBS, SBS' insurance coverage might not be adequate to pay for
its defense or to pay for any award, in which case SBS would have to pay for
it. Also, SBS might not be able to continue that insurance in effect for
premiums acceptable to SBS. If a litigant were successful against
11
<PAGE>
SBS, a lack or insufficiency of insurance coverage could have a material
adverse effect upon SBS.
INTERNATIONAL SALES IN GENERAL
SBS sells its products in countries throughout the world from its
United States and European based offices. These sales subject SBS to various
governmental regulations, export controls, and the normal risks involved in
international sales. Sales of products internationally are subject to
political, economic and other uncertainties, including, among others, risk of
war, revolution, expropriation, renegotiation or modification of existing
contracts, standards and tariffs, and taxation policies. They are also
subject to international monetary fluctuations, which may make payment in
United States dollars more expensive for foreign customers (who may, as a
result, limit or reduce purchases).
CHANGES IN EXCHANGE RATES
Substantially all of SBS' revenues to date have been received in
United States dollars. However, some sales in the future may be in other
currencies. Any decline in the value of other currencies in which SBS makes
sales against the United States dollar will have the effect of decreasing
SBS' earnings when stated in United States dollars. As of the date of this
Prospectus, SBS has not engaged in any hedging transactions that might have
the effect of minimizing the consequences of currency fluctuations but may do
so in the future.
TRADE POLICIES AND DISPUTES
The political and economic policies and concerns of countries in
which SBS makes or could make sales could result in the adoption of new trade
policies in those countries or the United States or lead to trade disputes
between those countries and the United States. These could limit, reduce,
eliminate or disrupt SBS' sales outside the United States, which might
adversely affect SBS' total revenues and business prospects outside the
United States.
POTENTIAL DILUTIVE EFFECT OF OUTSTANDING WARRANTS AND OPTIONS AND REGISTRATION
RIGHTS
SBS, in connection with its acquisition of GreenSpring in August
1995, issued warrants to purchase 400,000 shares of Common Stock at an
exercise price of $4.50 per share (the "GreenSpring Warrants"). SBS also
registered the Common Stock underlying the GreenSpring Warrants for sale
under the Securities Act of 1933 (the "Securities Act"). In April 1996, SBS
registered under the Securities Act options for 133,333 shares held by SBS'
Chairman of the Board and Chief Executive Officer, Mr. Amenson. As of
November
12
<PAGE>
30, 1998, 76,907 of the GreenSpring Warrants remained, all of which were
exercisable. The holders of the GreenSpring Warrants also possess until
August 2000 the right to sell shares of Common Stock underlying the
GreenSpring Warrants alongside SBS should SBS file a registration statement
during this period.
As of November 30, 1998, SBS had outstanding 666,581 options which
could be exercised and 1,054,276 options which were not yet eligible for
exercise.
LIMITED PUBLIC FLOAT; TRADING; VOLATILITY OF STOCK PRICE
SBS' Common Stock is traded on the Nasdaq National Market. While a
public market currently exists for SBS' Common Stock and the number of shares
in the public float as of November 30, 1998, was 5,828,725, trading volume in
the four weeks ended November 30, 1998 averaged 90,002 shares traded per day.
Thus, trading of relatively small blocks of stock can have a significant
impact on the price at which the stock is traded. In addition, the Nasdaq
National Market has experienced, and is likely to experience in the future,
significant price and volume fluctuations which could adversely affect the
market price of the Common Stock without regard to the operating performance
of SBS. SBS believes factors such as quarterly fluctuations in financial
results, announcements of new technologies impacting SBS' products,
announcements by competitors or changes in securities analysts'
recommendations may cause the market price to fluctuate, perhaps
substantially. These fluctuations, as well as general economic conditions,
such as recessions or high interest rates, may adversely affect the market
price of the Common Stock. See "-Fluctuations in Operating Results."
ABSENCE OF DIVIDENDS
Since its inception, SBS has not paid cash dividends on its Common
Stock. SBS intends to retain future earnings, if any, to provide funds for
business operations and, accordingly, does not anticipate paying any cash
dividends on its Common Stock in the foreseeable future.
SELLING SHAREHOLDERS
The following table sets forth the names of the Selling Shareholders
who are eligible to resell Shares (whether or not they have a present intent
to do so) and the positions, offices and other material relationships which
each Selling Shareholder had with SBS or any of its predecessors or
affiliates since November 30, 1995.
13
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
POSITION WITH SBS
SELLING SHAREHOLDER SINCE NOVEMBER 30, 1995
- ---------------------------------------------------------------------------------------------------------------------
<S> <C>
Scott A. Alexander Director and Secretary (1991--);
Vice President (1991--)
- ---------------------------------------------------------------------------------------------------------------------
Christopher J. Amenson Director and President (1992--); Chief Executive
Officer (1996--);
- ---------------------------------------------------------------------------------------------------------------------
Warren W. Andrews Director (1996--)
- ---------------------------------------------------------------------------------------------------------------------
William J. Becker Director (1992--)
- ---------------------------------------------------------------------------------------------------------------------
Lawrence A. Bennigson Director (1995--)
- ---------------------------------------------------------------------------------------------------------------------
James E. Dixon, Jr. Director (1998--); Vice President of Finance &
Administration, Treasurer and Chief Financial Officer
(1995--)
- ---------------------------------------------------------------------------------------------------------------------
W. Keith McDonald Director (1998--)
- ---------------------------------------------------------------------------------------------------------------------
Alan F. White Director (1997--)
- ---------------------------------------------------------------------------------------------------------------------
Richard A. Schuh President--Aerospace Group (1998--)
- ---------------------------------------------------------------------------------------------------------------------
Joseph J. Zabkar President--Computer Group (1998--)
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
The following table sets forth the name of each Selling Shareholder
as of November 30, 1998, the number of shares of Common Stock owned by each
Selling Shareholder as of November 30, 1998, the number of Shares issuable
upon exercise of options granted under the Plan, the number of Shares
eligible to be sold by each Selling Shareholder pursuant to this Prospectus
and the percentage of outstanding Common Stock to be owned by each Selling
Shareholder after the offering, assuming the sale of all of the Shares.
Selling Shareholders may in the future receive additional shares under the
Plan and may sell those shares. The "*" indicates that the person owns less
than one percent of outstanding Common Stock.
<TABLE>
<CAPTION>
- ----------------------------------- -------------------- -------------------- --------------------- ----------------
Shares Issuable Percentage
Shares Owned Upon Exercise Shares Eligible Owned After
Selling Shareholder At 11/30/98(1) of Options to be Sold Offering
- ----------------------------------- -------------------- -------------------- --------------------- ----------------
<S> <C> <C> <C> <C>
Scott A. Alexander 283,256 -0- -0- 4.86%
------- ------- ------- -------
Christopher J. Amenson 262,175 -0- -0- 4.50%
------- ------- ------- -------
Warren W. Andrews 12,927(2) 5,000 7,927(2) *
------- ------- ------- -------
William J. Becker 35,490(3) 5,000 6,890(3) *
------- ------- ------- -------
Lawrence A. Bennigson 19,927(2) 5,000 7,927(2) *
------- ------- ------- -------
James E. Dixon 47,481 20,000 20,000 1.15%
------- ------- ------- -------
W. Keith McDonald 1,777(2) 5,000 6,777(2) *
------- ------- ------- -------
Alan F. White 6,650 5,000 5,900 *
------- ------- ------- -------
Richard A. Schuh 68,507 50,000 50,000 2.02%
------- ------- ------- -------
Joseph J. Zabkar 15,214 30,000 30,000 *
------- ------- ------- -------
</TABLE>
(1) Includes options exercisable within 60 days of the date of this
Prospectus.
(2) Includes 1,777 shares to be issued upon completion of service
requirements.
(3) Includes 1,390 shares to be issued upon completion of service
requirements.
14
<PAGE>
PLAN OF DISTRIBUTION
The Selling Shareholders (including, as we previously noted, people
to whom they transfer, assign, devise, pledge or donate their Shares and
other successors in interest) may sell Shares in any of the following ways:
- through dealers,
- through agents, or
- directly to one or more purchasers.
The Shares may be distributed from time to time in one or more
transactions (which may involve crosses or block transactions) in the
following ways:
- on the Nasdaq National Market System, where the Common Stock is
currently traded, or on national stock exchanges where it
could become traded in the future, in accordance with their rules,
- in the over-the-counter market, or
- in transactions other than on the Nasdaq National Market System or
in the over-the-counter market, or a combination of those
transactions.
The Selling Shareholders may transfer the Shares at market prices
prevailing at the time of sale, at prices related to those prevailing market
prices, at negotiated prices or at fixed prices. They may sell the Shares to
or through broker-dealers, who may receive compensation in the form of
discounts, commissions, or commissions from the Selling Shareholders. The
broker-dealers may also be paid commissions by purchasers of Shares for whom
they may act as agent. The Selling Shareholders and any broker-dealers or
agents that participate in the distribution of Shares by them might be deemed
to be underwriters, and any discounts, commissions, or concessions received
by any such broker-dealers or agents might be deemed to be underwriting
discounts and commissions, under the Securities Act. Affiliates of one or
more of the Selling Shareholders may act as principals or agents in
connection with the offer or sale of Shares by the Selling Shareholders. In
addition, any Shares which qualify for sale pursuant to Rule 144 under the
Securities Act may be sold under Rule 144 rather than pursuant to this
Prospectus.
SBS will not receive any of the proceeds from the sale of the
Shares, although it will pay the expenses in preparing the Registration
Statement and registering the Shares. SBS does receive proceeds from the
issuance of Shares to the Selling Shareholders when they exercise options for
the Shares. The Selling Shareholders have been advised that they are subject
to
15
<PAGE>
the applicable provisions of the Securities Exchange Act of 1934, including
without limitation Rules 10b-5 and 10b-18 and Regulation M under that Act.
LEGAL MATTERS
Legal matters with respect to the Common Stock being offered by this
prospectus will be passed upon for the Company by Schuler, Messersmith &
McNeill, Albuquerque, New Mexico.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents, which are on file with the Securities and
Exchange Commission (File No. 1-10981), are incorporated by reference and
made a part of this Prospectus:
A. SBS' Form 10-Q for the quarter ended September 30, 1998.
B. SBS' Form 10-K for the fiscal year ended June 30, 1998.
C. The description of SBS' Common Stock contained in SBS'
Registration Statement on Form 8-A filed November 2, 1995 under
Section 12 of the Exchange Act, including any further amendment
or report filed for the purpose of updating that description.
D. SBS' Form 8K filed on July 15, 1998.
E. SBS' Form 8K/A filed on September 14, 1998.
All documents filed pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act subsequent to the date of this Prospectus and before the
termination of this offering shall be deemed to be incorporated by reference
into this Prospectus and to be a part of it from their respective dates of
filing. Any statement contained in a document incorporated or deemed to be
incorporated by reference in this Prospectus shall be deemed to be modified
or superseded for all purposes to the extent that a statement contained in
this Prospectus or any other subsequently filed document that is also
incorporated by reference in this Prospectus modifies or supersedes that
statement. Any such statements so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
The documents incorporated by reference in this Prospectus (other
than exhibits not specifically incorporated by reference)
16
<PAGE>
are available without charge upon the written or oral request of a person,
including a beneficial owner, to whom a Prospectus is delivered. The written
or oral request should be directed to James E. Dixon, Jr., Vice President of
Finance and Administration, 2400 Louisiana Boulevard, NE, AFC Building 5,
Suite 600, Albuquerque, New Mexico 87110; telephone (505)875-0600.
STATEMENT OF AVAILABLE INFORMATION
SBS has filed a Registration Statement on Form S-8, including
amendments to it, relating to the Common Stock offered by this Prospectus
with the Securities and Exchange Commission (the "Commission"), Washington,
D.C. 20549. This Prospectus does not contain all of the information set forth
in the Registration Statement and the exhibits and schedules to it. For
further information with respect to SBS and the Common Stock, please refer to
that Registration Statement, and exhibits and schedules to it. Statements
contained in this Prospectus about any contract or other document are not
necessarily complete. In each instance, SBS refers to the copy of that
contract or other document filed as an exhibit to the Registration Statement,
and each such statement is qualified in all respects by that reference.
SBS Technologies, Inc. is subject to the informational requirements
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
in accordance with those requirements files reports and other information
with the Commission. The public may read and copy information, including
reports and proxy and information statements, filed by SBS Technologies, Inc.
(and by it under its previous name of SBS Engineering, Inc.) with the
Commission and a copy of the Registration Statement, including exhibits to
it, at the public reference facilities of the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street N.W., in Washington, D.C., 20549, or at its
Regional Office located at 1801 California Street, Suite 4800, Denver,
Colorado 80202-2648. Copies of this material can be obtained from the Public
Reference Section of the Commission, 450 Fifth Street N.W., Washington, D.C.,
20549, at prescribed rates. The public may obtain information on the
operation of the Public Reference Room by calling the Commission at
1-800-SEC-0330. SBS Technologies, Inc. Common Stock is listed on the National
Association of Securities Dealers, Inc. National Market System. Reports,
proxy and information statements, and other information concerning SBS can be
inspected at the National Association of Securities Dealers, Inc. at 1735 K
Street, NW, Washington, D.C. 20006. The Commission maintains an Internet site
that contains, reports, proxy and information statements and other
information regarding issuers, such as SBS, that file electronically with the
Commission. The address of that site is http://www.sec.gov. SBS' Internet
e-mail address is [email protected], and its website is http://www.sbs.com.
17
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which are on file with the Commission (File
No. 1-10981), are incorporated in this Registration Statement by reference and
made a part hereof:
A. The Registrant's Annual Report on Form 10-K for the year ended June
30, 1998, filed pursuant to Section 13 of the Securities Exchange Act of 1934
("Exchange Act").
B. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998.
C. The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed November 2, 1995 under
Section 12 of the Exchange Act, including any further amendment or report filed
for the purpose of updating that description.
D. SBS' Form 8-K filed on July 15, 1998.
E. SBS' Form 8-K/A filed on September 14, 1998.
All documents filed pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act subsequent to the filing of this Registration Statement
and before the filing of a post-effective amendment which indicates that all
securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be a part of it from their
respective dates of filing. Any statement contained in a document
incorporated or deemed to be incorporated by reference in this Registration
Statement shall be deemed to be modified or superseded for all purposes to
the extent that a statement contained in this Registration Statement or any
other subsequently filed document that is also incorporated by reference in
this Registration Statement modifies or supersedes that statement. Any such
statements so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Legal Opinion
The legality of the shares of Common Stock of the Company offered by
this Registration Statement will be passed upon for the Company by Schuler,
Messersmith & McNeill, Albuquerque, New Mexico.
Experts
II-1
<PAGE>
The financial statements of SBS Technologies, Inc. as of June 30,
1998 and 1997, and for each of the years in the three-year period ended June
30, 1998, have been incorporated by reference herein in reliance upon the
report of KPMG Peat Marwick LLP, independent certified public accountants,
incorporated by reference herein, upon the authority of said firm as experts
in accounting and auditing.
The combined financial statements of or Industrial Computers GmbH,
ortec Electronic Assembly GmbH and or Computers, Inc. as of December 31, 1997
and 1996 and for each of the years then ended, have been incorporated by
reference herein in reliance upon the report of KPMG Deutsche Treuhand
Gesellschaft AG, independent auditors, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Amended Articles of Incorporation provide that the
directors of the Company will not be personally liable to the Company or its
shareholders for monetary damages for any breach of a director's fiduciary
duty as a director, except for liability for breach or for failure to perform
the duties of the office of director in compliance with the New Mexico
Business Corporation Act, as amended, if that breach or failure constitutes
willful misconduct or recklessness (or, in the case of a director compensated
more than $2,000 per year or who holds an ownership interest in the Company,
if the breach or failure constitutes negligence, willful misconduct or
recklessness).
The Bylaws of the Company provide for indemnification, in accordance
with the New Mexico Business Corporation Act, as amended, ("Corporation Act")
of directors and officers of the Company for certain expenses (including
attorney's fees), judgments, fines and settlement amounts incurred by that
person in any action or proceeding, on account of services as a director or
officer of the Company, as a director or officer of any subsidiary of the
Company, or as a director or officer of any other company or enterprise for
which the person provides services at the request of the Company. The Company
believes that these provisions and agreements are necessary to attract and
retain qualified persons as directors and officers. The Corporation Act
currently provides that if the proceeding was by or in the right of the
corporation, indemnification may be made only against reasonable expenses and
may not be made for proceedings in which the person is adjudged to be liable
to the corporation. No indemnification is permitted for any proceeding
charging improper personal benefit to the person, whether or not involving
action in the person's official capacity, if the person is adjudged to be
liable on the basis that personal benefit was improperly received by the
person.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
None
II-2
<PAGE>
ITEM 8. EXHIBITS
The following Exhibits are filed with this Registration Statement:
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
- ----------- ----------------------
<S> <C> <C>
4.1 Articles VI of the Articles of
Incorporation, as amended, as
included in the Articles of
Incorporation of SBS Engineering,
Inc. filed as Exhibit 3.1 of
the Registrant's Quarterly Report on
Form 10-Q for the fiscal quarter
ended December 31, 1997.*
4.2 Articles I and II of the Bylaws of
SBS Engineering, Inc., as amended,
as included in the Bylaws filed as
Exhibit 3.1 of the Registrant's
Quarterly Report on Form 10-Q for the
fiscal quarter ended December 31, 1997.*
4.3 Form of certificate evidencing
Common Stock, filed as Exhibit 4.3
to the Registrant's Registration
Statement on Form S-3 effective
April 16, 1996.*
4. Rights Agreement dated as of September 15, 1997 between SBS
Technologies, Inc. and First Security Bank, National
Association, as Rights Agent, which includes the form of Right
Certificate as Exhibit A and the Summary of Rights to Purchase
Common Shares as Exhibit B, filed as Exhibit 4.1 to the
Registrant's Form 8-K Filed September 23, 1997.*
5 Opinion of Schuler, Messersmith & McNeill Filed Electronically Herewith
23.1 Consent of Schuler, Messersmith & McNeill Filed Electronically Herewith
(included in Exhibit 5)
23.2(i) Consent of KPMG Peat Marwick LLP Filed Electronically Herewith
23.2(ii) Consent of KPMG Deutsche Treuhand-Gesellschaft AG Filed Electronically Herewith
24 Power of Attorney (See Page II-7) Filed Electronically Herewith
----
*Incorporated by reference
ITEM 9. UNDERTAKINGS
(a) Rule 415 Offering.
</TABLE>
II-3
<PAGE>
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof), which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 525(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
PROVIDED HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) Filings Incorporating Subsequent Exchange Act Documents by
Reference.
II-4
<PAGE>
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial BONA FIDE offering
thereof.
(d) Undertaking Concerning Claim for Indemnification Against
Certain Liabilities
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Albuquerque, State of New Mexico, on
December 15, 1998.
SBS TECHNOLOGIES, INC.
By:
-----------------------------
Christopher J. Amenson,
President and Chief Executive
Officer
II-6
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Christopher J. Amenson and James E.
Dixon, Jr., and each of them, with full power to act as his true and lawful
attorney-in-fact, with full power of substitution and resubstitution for him
in his name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to this registration
statement, or a related registration statement filed pursuant to Rule 462(b),
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities
indicated on the dates indicated.
<TABLE>
<CAPTION>
- ------------------------- ------------------------------ ---------------
Name Capacity Date
- ------------------------- ------------------------------ ---------------
<S> <C> <C>
Chairman of the Board,
President, Chief Executive
/s/ Christopher J. Amenson Officer, & Chief Operating
- -------------------------- Office (Principal Executive
Christopher J. Amenson Officer) 12/14/98
- -------------------------- ------------------------------ ---------------
/s/ Scott A. Alexander
- -------------------------- Vice President, Secretary,
Scott A. Alexander & Director 12/14/98
- -------------------------- ------------------------------ ---------------
Vice President of Finance &
Administration, Treasurer,
/s/ James E. Dixon, Jr. Chief Financial Officer &
- --------------------------- Director (Principal
James E. Dixon, Jr. Financial Officer) 12/14/98
- --------------------------- ------------------------------ ----------------
/s/ Warren W. Andrews
- --------------------------- Director
Warren W. Andrews 12/10/98
- --------------------------- ------------------------------ ----------------
</TABLE>
II-7
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ William J. Becker
- --------------------------- Director
William J. Becker 12/9/98
- --------------------------- ------------------------------ ----------------
/s/ Lawrence A. Bennigson
- --------------------------- Director
Lawrence A. Bennigson 12/10/98
- --------------------------- ------------------------------ ----------------
/s/ W. Keith McDonald
- --------------------------- Director
W. Keith McDonald 12/11/98
- --------------------------- ------------------------------ ----------------
/s/ Alan F. White
- --------------------------- Director
Alan F. White 12/9/98
- --------------------------- ------------------------------ ----------------
</TABLE>
II-8
<PAGE>
EXHIBIT INDEX
All references in documents to SBS Engineering, Inc. should be read as
SBS Technologies, Inc., to reflect the change of name of the Company in June of
1995.
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
- ----------- ----------------------
<S> <C>
4.1 Article VI of the Articles of
Incorporation, as amended, as
included in the Articles of
Incorporation of SBS Engineering,
Inc. filed as Exhibit 3.1 of the
Registrant's Quarterly Report on
Form 10-Q for the fiscal quarter
ended December 31, 1997.*
4.2 Articles I, II of the Bylaws of
SBS Engineering, Inc., as amended,
as included in the Bylaws filed as
Exhibit 3.1 of the Registrant's
Quarterly Report on Form 10-Q for
the fiscal quarter ended December
31, 1997.*
4.3 Form of certificate evidencing
Common Stock, filed as Exhibit 4.3
to the Registrants Registration
Statement on Form S-3 effective
April 16, 1996.*
4.4 Rights Agreement dated as of September 15, 1997 between
SBS Technologies, Inc. and First Security Bank, National
Association, as Rights Agent, which includes the form of
Right Certificate as Exhibit A and the Summary of Rights
to Purchase Common Shares as Exhibit B, filed as
Exhibit 4.1 to the Registrant's Form 8-K filed
September 23, 1997.*
5 Opinion of Schuler, Messersmith & McNeill
23.1 Consent of Schuler, Messersmith & McNeill
(included in Exhibit 5)
23.2(i) Consent of KPMG Peat Marwick LLP
23.2(ii) Consent of KPMG Deutsche Treuhand-Gesellschaft AG
24 Power of Attorney (See Page II-7)
----
* Incorporated into this Registration Statement by reference
</TABLE>
<PAGE>
Schuler, Messersmith & McNeill
Attorneys and Counselors at Law
4300 San Mateo Blvd. NE, Suite B-380
Albuquerque, New Mexico 87110
December 9, 1998
SBS Technologies, Inc.
2400 Louisiana Blvd. NE
AFC Building 5, Suite 600
Albuquerque, New Mexico 87110
Ladies and Gentlemen:
We have participated in the preparation of the Registration Statement on
Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission by SBS Technologies, Inc. ("Company") for the purpose of
registering under the Securities Act of 1933, 1,500,000 shares ("Shares") of the
common stock of the Company issued or proposed to be issued under the Company's
1998 Long Term Equity Incentive Plan ("Plan").
For purposes of this opinion, we have examined such records, certificates
and documents, and such questions of law, as we have deemed necessary as a basis
for the opinions hereafter expressed. In all such examinations, we have assumed
the genuineness of all signatures on original or certified copies and the
conformity to original or certified copies of all copies submitted to us as
those conformed or reproduction copies. As to various questions of fact
relevant to those opinions, we have relied upon statements and written
information of representatives of the Company and of others.
Based upon the foregoing and subject to the limitations set forth
herein, it is our opinion that the Shares under the Plan have been duly
authorized and, when issued, delivered and paid for in accordance with the
terms of the Plan, will be legally issued, fully paid and non-assessable,
assuming that the option offering price, (as that term is defined in the
Plan), if applicable, is paid with respect to each Share before issuance, and
full compliance with the Plan is otherwise made.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to this firm under the caption "Legal Matters" in
the Reoffer Prospectus forming part of the Registration Statement. In giving
that consent, we do not hereby admit that we are in the category of those
persons whose consent is required under Section 7 of the Securities Act of 1933.
<PAGE>
The opinion expressed in this letter is solely for your benefit and may not
be relied upon by any other person or used in any manner or for any purpose
except as specifically provided for in this letter.
Very truly yours,
/s/ Schuler, Messersmith & McNeill
Schuler, Messersmith & McNeill
<PAGE>
EXHIBIT 23.2.i
The Board of Directors
SBS Technologies, Inc.
We consent to the use of our report incorporated herein by reference and to
the reference to our firm under the heading "Experts" in the prospectus.
KPMG Peat Marwick LLP
Albuquerque, New Mexico
December 11, 1998
<PAGE>
EXHIBIT 23.2.ii
The Board of Directors
SBS Technologies, Inc.:
We consent to the use of our report incorporated herein by reference and to
the reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG Deutsche Treuhand-Gesellschaft AG
Munich, Germany
December 11, 1998
