<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:
- -------------------------------------------------------------------------------
<PAGE>
[LOGO]
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 11, 1999
Dear Shareholders:
You are cordially invited to attend SBS Technologies, Inc.'s 1999 Annual Meeting
of Shareholders, which will be held at SBS Technologies, Inc. on Thursday,
November 11, 1999, 5791 Van Allen Way, Carlsbad, California 92008, from 11:00
a.m. to 12:00 p.m. Pacific Standard Time. The purpose of the meeting is to act
on the following:
(1) To elect eight Directors.
(2) To ratify the appointment of KPMG LLP as principal independent
auditors for fiscal year 2000.
(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 shareholder of record at the close of business on October 1, 1999,
you may vote by proxy or in person at the annual meeting. Your vote is
important. Whether or not you plan to attend the meeting, please complete,
date, and sign the enclosed proxy card or 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. However, if you hold your shares in Street
Name and wish to vote your shares in person at the meeting, you must indicate so
on your proxy card as instructed and return it in the envelope provided before
the meeting.
Scott A. Alexander,
SECRETARY
October 8, 1999
<PAGE>
PROXY STATEMENT FOR THE SBS TECHNOLOGIES, INC.
1999 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 1999 Annual Meeting of Shareholders. The Annual Meeting will be
held on Thursday, November 11, 1999, 5791 Van Allen Way, Carlsbad, California
92008, from 11:00 a.m. to 12:00 p.m. Pacific Standard Time. 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 8, 1999, we began mailing these proxy materials to all shareholders
of record at the close of business on October 1, 1999. On September 15, 1999,
there were 5,847,483 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 SBS Technologies, Inc., 5791 Van Allen
Way, Carlsbad, California, 92008, on November 11, 1999, 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 5-600, Albuquerque, New Mexico 87110.
HOW MANY VOTES DO I HAVE?
If you were a shareholder at the close of business on October 1, 1999, 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. In most cases, you may also vote your shares by telephone according
to the instructions on your proxy card. If you do this either by phone or
by returning the proxy card, 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, and
- "FOR" ratification of the appointment of the principal independent
auditors for fiscal year 2000.
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.
<PAGE>
If you wish to give a proxy to someone other than the persons named 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.
b) In Person - If you are a shareholder of record, you may cast your vote in
person at the annual meeting.
IF I HOLD SHARES IN STREET NAME, HOW CAN I VOTE MY SHARES?
You can submit voting instructions to your broker or nominee. Please refer to
the voting instruction card included in the materials provided by your broker or
nominee.
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,
2000, 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 2000 meeting of shareholders, and who have not
properly submitted that proposal for possible inclusion in the Company's 2000
proxy materials, must notify the Company's Secretary in writing no later than
September 1, 2000.
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 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
vote to withhold authority to vote for all
listed nominees or if you vote to withhold
authority
<PAGE>
for a particular nominee, your vote
will count as a vote "AGAINST" the
nominee(s). Otherwise, your vote will count
"FOR" the nominee(s).
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 LLP as the
principal independent auditors for
fiscal year 2000. If you "ABSTAIN" from
voting, your abstention has the same
effect as if you voted "AGAINST" the
proposal.
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 WHO HAVE MORE THAN 5% OF COMMON STOCK OWN?
The following table sets forth, as of June 30, 1999, 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>
Brinson Partners, Inc.(3) 505,800 8.66 %
Fidelity Management and Research(4) 475,000 8.14 %
Munder Capital Management(5) 439,079 7.52 %
- --------------------------------------------------------------------------------------------
</TABLE>
(1) The ownership information disclosed above is based on a Schedule
13F report dated June 30, 1999 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 Brinson Partners,
Inc., 209 South La Salle Street, Chicago, Illinois 60604-1295.
(4) The address for the shareholder is in care of Fidelity Management
and Research, One Federal Street, Boston, Massachusetts 02109.
(5) The address for the shareholder is in care of Munder Capital
Management, 480 Pierce Street, Suite 300, Birmingham, Michigan
48009.
HOW MUCH STOCK DO THE DIRECTORS AND EXECUTIVE OFFICERS OWN?
<PAGE>
The following table sets forth, as of August 27, 1999, 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):
<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)* 265,918(3, 5, 6) 4.24%
Christopher J. Amenson (nominee)(9)* 264,655(3, 4) 4.22%
Warren W. Andrews (nominee)* 11,150(6) (2)
William J. Becker (nominee)* 33,700(6) (2)
Lawrence A. Bennigson (nominee)* 18,150(6) (2)
James E. Dixon, Jr. (nominee)(9)* 62,654(3, 6) 1.00%
Louis C. Golm (nominee) -- --
W. Keith McDonald* -- --
Richard A. Schuh(9) 71,176(3, 6, 7) 1.13%
Alan F. White (nominee)* 7,400(6) (2)
Joseph J. Zabkar(9) 30,214(6) (2)
- --------------------------------------------------------------------------------
All the Directors and
Officers as a group 765,017 12.19%
- --------------------------------------------------------------------------------
</TABLE>
* Director as of August 27, 1999.
On August 27, 1999, there were 5,837,483 shares of SBS Common Stock outstanding.
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 ("401(k) Plan").
(4) Includes: 4,800 shares of Common Stock owned by spouse; 2,300
shares of Common Stock held by Mr. Amenson as trustee for the
benefit of his children; includes options to purchase 222,894
shares of Common Stock comprised of options to purchase 89,561
shares of Common Stock that are currently exercisable under the
Company's stock option plans and options to purchase 133,333
shares of Common Stock that are currently exercisable under
option agreements between Mr. Amenson and certain other
shareholders of the Company.
(5) Includes 30,000 shares of Common Stock held by Mr. Alexander as
trustee for the benefit of his children.
<PAGE>
(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 W.
Andrews 10,000 options, William J. Becker 13,500 options,
Lawrence A. Bennigson 15,000 options, James E. Dixon, Jr. 62,000
options, Richard A. Schuh 44,500 options, Alan F. White 5,000
options, and Joseph J. Zabkar 30,000 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.
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 2000, 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, 49, 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 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, 49, 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 Corporation. 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, 56, became a Director in November 1996. Mr. Andrews is a
Market & Technology Analyst, publishes a market report on the Embedded Computer
Industry, and is Editor-In-Chief of RTC MAGAZINE and COTS JOURNAL. The former is
the leading publication in the open-systems, board-level industry, and the
latter covers embedded computers in the military. 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,
<PAGE>
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, U.S. Air Force, retired, 73, became a
Director in August 1992. Since 1981 he has been self-employed as a senior
independent consultant, advising on international technology transfer policy, to
such organizations as the United States Department of Energy, EG&G Inc., Mactec,
Inc., Raytheon Services Co., Westinghouse Electric Corporation and International
Technology, Inc. During his long career in the United States Air Force, General
Becker oversaw a number of logistics and mobility operations and in his last
assignment was commander of the Defense Property Disposal Services. General
Becker attended the University of Southern California and holds a Bachelor's
Degree in Management and a Master's Degree in Logistics from the Air Force
Institute of Technology's Graduate School of Systems & Logistics at Wright
Patterson Air Force Base in Ohio.
LAWRENCE A. BENNIGSON, Ph.D., 61, 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 in the U.S. and Europe since 1965. In 1998 he became the
Executive Director of Toffler Associates, the strategic advisory firm founded by
Alvin and Heidi Toffler, and a member of the Toffler Associates Advisory Board.
In 1998 he was also appointed a Senior Fellow of the Harvard Business School's
Executive Development Center. Dr. Bennigson serves on the Board of Directors of
Central Maine Power Company and on other advisory boards. As Senior Vice
President and a Managing Partner 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 and graduate students 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., 54, was appointed Vice President of Finance and
Administration, Treasurer and Chief Financial Officer of the Company in
September 1995 and became a Director in 1998. 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.
LOUIS C. GOLM, 58, was President, AirTouch International, a leading wireless
communication provider. Mr. Golm served in this position with AirTouch from
1997 to 1999. From 1994 through 1997, Mr. Golm was President and Chief
Executive Officer of AT&T-Japan, where he led all AT&T businesses operating in
Japan. Before that, Mr. Golm served as Vice President, Business Network Sales
with AT&T Business Communications Services and was responsible for the
development of the sales organization and sales channels for AT&T
domestic/global network services. From 1964 through 1986, Mr. Golm held various
assignments with the AT&T long distance network organization in the areas of
marketing strategy, business planning, new market and product development, sales
management, operations management, personnel and engineering. Mr. Golm has
served on the Board of Directors of Digital Link Corporation since 1998, and was
appointed to the Board of Directors of Clarity Telecommunications International
as Vice Chairman in April 1999. Mr. Golm holds a Bachelor of Science as well as
a Master's Degree in Business Administration from the University of Denver, and
a Master's Degree in Business Management from the Sloan Fellows Program at MIT.
ALAN F. WHITE, 61, 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 to 1967.
Mr. White was the Director of the University of Hawaii Center for Cross Cultural
Training and Research from 1967 to 1970, and served as Executive Assistant for
the President of the University of Hawaii from 1971 to 1973. 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
China, where MIT is working with three universities to develop international MBA
programs. Mr. White served as Director of
<PAGE>
Executive Education at MIT from 1973 to 1988. His activities in Asia
encompass Korea, Japan, Thailand, Malaysia, Singapore, Indonesia and China.
Mr. White serves on the Boards of CIT Group, Management Sciences Health, and
the Advisory Board of the Japan Management Institute. Mr. White recently
joined the Board of JonesKnowledge.Com, a subsidiary of Jones International,
Ltd., a private company. JonesKnowledge.Com develops internet education tools
and customer support services for high-quality online education at the
university level. 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.
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
JOSEPH J. ZABKAR, 58, 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 Technologies, Inc., 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, 36, 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 thirteen regular and special meetings during fiscal
year 1999. In addition to meetings of the full Board, Directors attended
meetings of Board Committees. Excluding W. Keith McDonald, each Director
attended more than 79% of the aggregate Board Committee meetings. Mr. McDonald
attended no meetings and did not participate in any Board decisions subsequent
to February 1999, when he assumed an executive position with a competitor of the
Company.
DOES SBS HAVE 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 W. Andrews
The Audit Committee, which held two meetings in fiscal year 1999, 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.
<PAGE>
MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE
Members: Directors Lawrence A. Bennigson, Chairman; William J. Becker, and
Alan F. White
The Management Development and Compensation Committee, which held three
meetings in fiscal year 1999, 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 Committee provides guidance and overview of all management
development, executive salary, incentive and benefit programs. In addition,
the Committee is responsible for evaluating the performance of the Chief
Executive Officer and the President and Chief Operating Officer, recommending
Chairman, Chief Executive Officer, President and Chief Operating Officer
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 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
of 1934; Board member compensation and any other compensation issues as may
be directed to it.
NOMINATING COMMITTEE
Members: Directors Alan F. White, Chairman; Christopher J. Amenson, and
Warren W. Andrews
The Nominating Committee, which held one meeting in fiscal year 1999, 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. In addition, non-employee Directors are paid
$500 for each meeting of the Board held telephonically. 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. Effective November 9, 1998 each
non-employee Director receives an initial option for 10,000 shares of the
Company's Common Stock upon election or appointment to the Board, and each
year thereafter receives an additional option for 10,000 shares. 5,000
options are granted under the terms of the 1993 Director and Officer Stock
Option Plan, as amended, and 5,000 options are 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 on the
respective dates of grant.
DID THE DIRECTORS AND OFFICERS FILE ALL OF THEIR REQUIRED SECTION 16(a)
BENEFICIAL OWNERSHIP REPORTS WITH THE SEC ON TIME?
Under the Securities Exchange Act of 1934, Directors and Officers of public
companies are required to report to the Securities and Exchange Commission
all personal transactions involving the Company's Common Stock. Based upon a
review of Forms 3, 4 and 5 filed by Directors and Officers of SBS during
fiscal year 1999, two forms were filed late: one Form 4 for Joseph J. Zabkar
and one Form 4 for Lawrence A. Bennigson. All other reports required by
Section 16(a) of the Securities Exchange Act of 1934 were timely filed.
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
HOW MUCH DO THE EXECUTIVE OFFICERS GET PAID?
The following table provides an overview of compensation that SBS paid for
the fiscal years ended June 30, 1999, 1998 and 1997 to the Company's Chief
Executive Officer and each of the Company's other Executive Officers whose
total compensation exceeded $100,000:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
- -----------------------------------------------------------------------------------------------------------------
Long-Term
Compensation
Annual Compensation Securities All Other
Name and Principal Position Salary Bonus Underlying Options Compensation
- --------------------------- ----------- ------- -------------------- --------------
($) ($) (# Shares) ($)
<S> <C> <C> <C> <C>
Christopher J. Amenson,
Chairman of the Board,
Chief Executive Officer and
President
1999 248,496 - - 6,400(5)
1998 200,000 - 25,000 9,616(5)
1997 172,923 74,880(8) 50,000 6,537(10)
Stephen D. Cooper, (4)
President and Chief
Operating Officer
1998 180,000 - 10,000 47,473(7)
Scott A. Alexander,
Executive Vice President
and Secretary
1999 175,000 - - 6,400(5)
1998 175,000 - - 9,354(5)
1997 157,816 58,853 50,000 5,687(3)
James E. Dixon, Jr.,
Vice President, Finance and
Administration; Chief Financial
Officer and Treasurer
1999 173,859 15,000(1) - 6,400(5)
1998 148,000 - 27,000 8,001(5)
1997 129,423 57,525(8) - 5,580(11)
Richard A. Schuh, (9)
President, Aerospace Group
1999 175,000 - - 8,824(6)
1998 153,208 20,000(2) 57,000 9,548(5)
Joseph J. Zabkar, (12)
President, Computer Group
1999 175,000 20,000(1) - 6,400(5)
1998 160,492 20,000(2) 37,000 9,961(5)
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
(1) Accrued bonus for fiscal year 1999.
(2) Accrued bonus for fiscal year 1998.
(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 $6,400 in payments made by the Company pursuant to a
contribution matching program under its 401(k) plan, and $2,424 paid
for accrued leave compensation.
(7) 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.
(8) Accrued bonus for fiscal year 1997.
(9) Richard A. Schuh became President of the Aerospace Group in February
1998, during the third quarter of fiscal year 1998.
(10) 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.
(11) 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.
(12) 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, 1999:
<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, 1999 at June 30, 1999
- ---- ------------ ---------- -------------------------- -------------------
Exercisable Unexercisable Exercisable Unexercisable
------------ ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
C. Amenson - - 222,894 50,000 $ 2,875,436 $ -
S. Alexander - - 33,636 50,000 496,131 -
J. Dixon - - 52,000 35,000 (1) 410,000 135,000
R. Schuh - - 44,500 62,500 168,750 168,750
J. Zabkar 17,207 $ 298,645 15,000 50,000 (2) 54,000 135,000
- -------------------------------------------------------------------------------------------------------------
</TABLE>
(1) 10,000 of these options became exercisable July 21, 1999.
(2) 15,000 of these options became exercisable July 21, 1999.
SBS made no grants of stock options or long-term equity incentive plan awards
to the Executive Officers named in the Summary Compensation Table during the
year ended June 30, 1999.
<PAGE>
DOES SBS HAVE 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 per share, and 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 or his personal heirs or devisees.
Scott A. Alexander serves as Vice President and Secretary of the Company
pursuant to an employment agreement with the Company. The agreement, which
was renewed in October 1993, had a five-year term. The agreement was amended
in October 1998 to a one-year agreement, which automatically renews each year
unless terminated. The employment agreement currently provides for a base
annual salary of $175,000, assigns to the Company certain intellectual
property developed by him on Company time, and is terminable by the Company
with or without cause. 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.
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
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.
<PAGE>
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 responsibility of the Management
Development and Compensation Committee is to:
- - 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, and to recommend Chairman, Chief Executive
Officer, President and Chief Operating Officer 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 of 1934, and
- - Board member compensation, and any other compensation issues as may be
directed to it.
CHIEF EXECUTIVE OFFICER COMPENSATION. The total compensation of Christopher
J. Amenson, the Chairman and Chief Executive Officer, for fiscal 1999 was a
base salary of $250,000, 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 1999 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 1999 exceeded $2.13, which
the Company did not meet.
COMPENSATION FOR OTHER EXECUTIVE OFFICERS. Base salaries for Non-Executive
Officers (NEOs) and other executive officers have been set at competitive
levels by the Chief Executive Officer ("CEO") in consultation with the
Management Development and Compensation Committee, giving due regard to
individual performance and time in position. Incentive compensation for NEOs
and other executive officers is set by the CEO, in consultation with the
Committee, based on factors similar to those used for establishing incentive
compensation for the CEO. Incentive compensation for corporate officers with
line responsibility for division operations is generally tied to performance
targets for the businesses under their authority. These performance targets
are set as part of the annual budgeting process for the Company and its
subsidiaries. Bonus compensation for 1999 has been awarded in accordance
with these factors.
MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE
L. A. Bennigson
William J. Becker
Alan F. White
<PAGE>
HOW DID SBS COMMON STOCK PERFORM DURING THE FISCAL YEAR?
The graph below provides a comparison of the Company's cumulative total
shareholder 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, 1994 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 COMULATIVE TOTAL RETURN*
AMONG SBS TECHNOLOGIES, INC.,
THE NASDAQ STOCK MARKET (U.S.) INDEX
AND THE NASDAQ COMPUTER MANUFACTURER INDEX
[GRAPH]
<PAGE>
Research Data Group Peer Group Total Return Worksheet
SBS Technologies, Inc. (SBSE)
<TABLE>
<CAPTION>
CUMULATIVE TOTAL RETURN
-----------------------------------------------------
6/94 6/95 6/96 6/97 6/98 6/99
<S> <C> <C> <C> <C> <C> <C>
SBS TECHNOLOGIES, INC. 100 117 275 514 669 450
NASDAQ STOCK MARKET (U.S.) 100 133 171 208 274 393
NASDAQ COMPUTER MANUFACTURER 100 179 255 320 520 964
</TABLE>
<PAGE>
PROXY ITEM NO. 2 - RATIFICATION OF SELECTION OF AUDITORS
The Directors have selected KPMG LLP independent certified public
accountants, as the Company's independent auditors for the 2000 fiscal year.
KPMG LLP has no direct interest in the Company and has had no such interest
during the past fiscal year. Representatives of KPMG 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 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, 1999, 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
<PAGE>
---------
COMPANY #
CONTROL #
---------
THERE ARE TWO WAYS TO VOTE YOUR PROXY
Your telephone vote authorizes the Named Proxies to vote your shares in the
same manner as if you marked, signed and returned your proxy card. The
deadline for telephone voting is noon (ET), November 10, 1999.
VOTE BY PHONE - TOLL FREE - 1-800-240-6326 - QUICK *** EASY *** IMMEDIATE
-- Use any touch-tone telephone to vote your proxy 24 hours a day, 7 days a
week.
-- You will be prompted to enter your 3-digit Company Number and your 7-digit
Control Number which are located above.
-- Follow the simple instructions the Voice provides you.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid
envelope we've provided or return it to SBS Technologies, Inc., c/o
Shareowner Services-TM-, P.O. Box 64873, St. Paul, MN 55164-0873.
IF YOU VOTE BY PHONE, PLEASE DO NOT MAIL YOUR PROXY CARD
-ARROW- PLEASE DETACH HERE -ARROW-
---------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
1. Election of 01 Scott A. Alexander 05 William J. Becker
eight 02 Christopher J. Amenson 06 James E. Dixon, Jr.
directors: 03 Warren W. Andrews 07 Louis C. Golm
04 Lawrence A. Bennigson 08 Alan F. White
/ / Vote FOR / / Vote WITHHELD
all nominees from all nominees
Each Director who receives the majority of votes represented in person or
by proxy at the annual meeting will be elected. If you vote to withhold
authority to vote for all listed nominees or if you vote to withhold
authority for a particular nominee, your vote will count as a vote
"AGAINST" the nominee(s). Otherwise, your vote will count "FOR" the
nominee(s).
(Instructions: To withhold authority to vote for any
indicated nominee, write the number(s) of the ----------------------
nominee(s) in the box provided to the right.) ----------------------
2. Ratification of Appointment of Independent Auditors
/ / For / / Against / / Abstain
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 LLP as
the principal independent auditors for fiscal year 2000. If you "ABSTAIN"
from voting, your abstention has the same effect as if you voted "AGAINST"
the proposal.
Address Change? Mark Box / / Date_________________________________
Indicate changes below:
-------------------------------------
-------------------------------------
Signature(s) in Box
Please sign exactly as your name(s)
appear on Proxy. If held in joint
tenancy, all persons must sign.
Trustees, administrators, etc., should
include title and authority. Corporations
should provide full name of corporation
and title of authorized officer signing
the proxy.
<PAGE>
SBS TECHNOLOGIES, INC.
ANNUAL MEETING OF STOCKHOLDERS
THURSDAY, NOVEMBER 11, 1999
11:00 A.M. TO 12:00 P.M.
PACIFIC STANDARD TIME
5791 VAN ALLEN WAY
CARLSBAD (SAN DIEGO COUNTY)
CALIFORNIA
- ------------------------------------------------------------------------------
SBS TECHNOLOGIES, INC. PROXY
______________________________________________________________________________
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
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 11, 1999
in Carlsbad (San Diego County), 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,
including matters as to which the Company did not have timely notice, and
they may name others to take their place.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO
DIRECTION IS GIVEN, WILL BE VOTED FOR EACH OF THE FOLLOWING BOARD OF
DIRECTOR'S PROPOSALS.
See reverse for voting instructions.
