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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 19, 2000
REGISTRATION NO. 333-36948
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO.1
TO
FORM S-3
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) (IRS Employer Identification No.)
2400 LOUISIANA BLVD NE, AFC BLDG 5, SUITE 600, ALBUQUERQUE NM 87110
505-875-0600
(Address and telephone number of registrant's
principal executive offices)
MR. CHRISTOPHER J. AMENSON Copy to:
SBS TECHNOLOGIES, INC. Alison K. Schuler, Esquire
2400 LOUISIANA BLVD NE Schuler, Messersmith, Daly & Lansdowne
AFC BLDG. 5, SUITE 600 4300 San Mateo Blvd. NE
ALBUQUERQUE, NM 87110 Suite B-380
505-875-0600 Albuquerque, NM 87110
505-872-0800
(Name, address, and telephone number
of agent for service)
Approximate date of commencement of proposed sale to the public: AS
SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. / /
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/
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of earlier effective registration
statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Proposed
Title of each class Amount to be Proposed maximum Amount of
of securities to be Registered maximum offering aggregate offering registration fee
registered price per unit 1 price 1
- --------------------------------- ----------------------- ------------------- ------------------- ------------------
<S> <C> <C> <C> <C>
Common Stock 174,863 shares $33.675 5,888,511 $1,554.57
- --------------------------------- ----------------------- ------------------- ------------------- ------------------
</TABLE>
1 Estimated solely for the purpose of computing the registration fee pursuant to
Rule 457(c).
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
(ii)
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PROSPECTUS (Subject to Completion)
SBS TECHNOLOGIES, INC.
174,863 SHARES OF COMMON STOCK
Offered for sale by Selling Shareholders
The Selling Shareholders will, from time to time, be selling shares
("Shares")of the Common Stock of SBS Technologies, Inc. ("SBS" or "we")that
they received in connection with the acquisition by SBS of SciTech, Inc. on
December 20, 1999. 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.
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(a)(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
May 18, 2000 was $32.00.
PROSPECTIVE INVESTORS IN THE SHARES SHOULD CAREFULLY READ THE RISK FACTORS
BEGINNING ON PAGE 4 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 May 19, 2000.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE
SELLING SHAREHOLDERS MAY NOT SELL THESE SHARES UNTIL THE REGISTRATION STATEMENT
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS
IS NOT AN OFFER TO SELL THESE SHARES AND IT IS NOT SOLICITING AN OFFER TO BUY
THESE SHARES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
You should rely only on the information in this Prospectus in making your
investment decision. We, and the Selling Shareholders, have not
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authorized anyone to give you any other information or representations. 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>
<S> <C>
Prospectus Summary .................................................... 3
SBS Technologies, Inc......................................... 3
The Offering.................................................. 4
Risk Factors .......................................................... 4
A major part of SBS' growth strategy is to acquire
businesses, which it may not be able to identify,
or if acquired, to integrate effectively. ........... 4
SBS' earnings could be adversely affected because of
charges resulting from acquisitions. ................ 4
SBS' operating results can fluctuate and can affect the
market price for SBS' common stock. ................. 5
SBS' business might be materially adversely affected if
defense spending decreases. ......................... 5
Changes in industry standards or technology could require
SBS to expend substantial funds to redesign its
technology. ......................................... 5
SBS' product markets might not develop. ...................... 6
SBS has significant competition in most of its markets. ...... 6
SBS purchases many of the components it uses from third
parties, and its business could be adversely
affected if some of those components are not
available on time. .................................. 7
SBS is dependent on qualified employees. ..................... 8
SBS has limited patent protection on its technology. ......... 8
SBS could have significant product liability. ................ 8
SBS' international sales subject it to additional risks. ..... 8
Exchange rate fluctuations could reduce SBS' earnings
when stated in U.S. dollars. ........................ 9
The Euro conversion might have a material adverse effect
on SBS' financial position, results of operations,
or liquidity. ....................................... 9
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. ...................................... 9
Outstanding options and registration rights
could have a potential dilutive effect. ............. 9
SBS' common stock has limited public float and trading,
and its stock price can be volatile. ................ 10
SBS has not paid and does not expect to pay dividends. ....... 10
Selling Shareholders................................................... 10
Plan of Distribution .................................................. 12
Legal Matters ......................................................... 12
Experts ............................................................... 13
Recent Events ......................................................... 13
Documents Incorporated By Reference.................................... 13
Statement of Available Information .................................... 14
</TABLE>
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PROSPECTUS SUMMARY
THIS PROSPECTUS CONTAINS FORWARD-LOOKING STATEMENTS THAT 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.
SBS TECHNOLOGIES, INC.
SBS Technologies, Inc. is a leading manufacturer of embedded computer
components and systems used in a variety of applications, such as
telecommunications, medical imaging, industrial control, and flight
instrumentation, in the commercial and aerospace markets. SBS has three
operating segments: the Computer Group, the Aerospace Group, and the
Communications Group. SBS's product lines include CPU (Pentium-Registered
Trademark-) and PowerPC-TM- boards, input/output (I/O) modules, avionics modules
and analyzers, computer connectivity products, expansion units, communications
network I/O products, real-time networks, telemetry boards, data acquisition
software, DIN-rail embedded PCs, and industrial-grade computers. SBS capitalizes
on its design expertise and customer service capabilities to enhance product
quality and reduce time to market for OEM customers. SBS intends to continue its
growth through a combination of internal growth and acquisitions. SBS achieves
internal growth by expanding its existing product lines through new product
development, through increasing penetration of its existing customer base, and
by adding new customers. SBS was incorporated in New Mexico in November 1986.
The address of SBS' executive offices is 2400 Louisiana Boulevard NE, AFC
Building 5, Suite 600, Albuquerque, New Mexico 87110. SBS' telephone number is
505.875.0600. References in this Prospectus to "We" or "SBS" are to SBS
Technologies, Inc. and its consolidated subsidiaries. As of April 30, 2000, SBS
had eight subsidiaries: SBS Technologies, Inc., Telemetry and Communications
Products ("Telemetry"), SBS Technologies, Inc., Modular I/O ("Modular I/O"), SBS
Technologies, Inc., Embedded Computers ("Embedded Computers"), SBS Technologies,
Inc., Connectivity Products ("Connectivity Products"), SBS Technologies, Inc.,
Industrial Computers ("Industrial Computers"), SBS Technologies, Inc.,
Communications Products ("Communications"), SDL Communications, Inc. ("SDL") and
SBS Technologies, Inc. Foreign Holding Company ("Foreign Holding"). SBS
Technologies Holding GmbH ("Holding GmbH") is a subsidiary of Foreign Holding.
SBS Technologies Europe GmbH ("Europe GmbH") and ORTEC Electronic Assembly GmbH
("ORTEC") are subsidiaries of Holding GmbH. On July 1, 1998 Holding GmbH
acquired OR Industrial Computers GmbH ("OR"). In August, 1999, SBS formed a
partnership between Holding GmbH, OR, and a newly formed general partner, SBS OR
Computers Verwaltungs GmbH.
IndustryPack-Registered Trademark- is a registered trademark of SBS.
PC - MIP-TM- is a trademark of MEN Micro, Inc. of Carrollton, Texas, and SBS
Technologies, Inc. All other trademarks or tradenames referred to in this
document are the property of their respective owners.
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THE OFFERING
The Selling Shareholders are offering 174,863 Shares of SBS Common
Stock from time to time on a continuous basis. See the Cover Page for more
information.
RISK FACTORS
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.
A MAJOR PART OF SBS' GROWTH STRATEGY IS TO ACQUIRE BUSINESSES, WHICH IT MAY NOT
BE ABLE TO IDENTIFY, OR IF ACQUIRED, TO INTEGRATE EFFECTIVELY. SBS has increased
the scope of its operations through the acquisition of nine businesses and
product lines acquired since 1992. SBS acquired Telemetry in fiscal 1993;
Modular I/O in fiscal 1995; Embedded Computers in fiscal 1997; Connectivity
Products in fiscal 1997; Industrial Computers in fiscal 1998; OR, ORTEC, and OR
Computer, Inc. (merged into Embedded Computers); and Communications in fiscal
1999; and SciTech, Inc. (merged into Communications) and SDL in fiscal 2000.
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 levels.
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.
SBS' EARNINGS COULD BE ADVERSELY AFFECTED BECAUSE OF CHARGES RESULTING FROM
ACQUISITIONS. 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
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addition, no one can assure that changes in future markets or technologies
will not require faster amortization of goodwill in such a way that the
overall financial condition or results of operations of SBS would be
adversely affected. SBS may also be required, under generally accepted
accounting principles, to charge against earnings upon consummation of an
acquisition the value of an acquired business' technology which does not meet
the accounting definition of "completed technology."
SBS' OPERATING RESULTS CAN FLUCTUATE AND CAN AFFECT THE MARKET PRICE FOR SBS'
COMMON STOCK. 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 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.
SBS' BUSINESS MIGHT BE MATERIALLY ADVERSELY AFFECTED IF DEFENSE SPENDING
DECREASES. In each of fiscal 1999, 1998 and 1997, although no one customer or
group of entities known to be under common control exceeded 10% of SBS' sales,
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 sales, 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.
CHANGES IN INDUSTRY STANDARDS OR TECHNOLOGY COULD REQUIRE SBS TO EXPEND
SUBSTANTIAL FUNDS TO REDESIGN ITS TECHNOLOGY. 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 and adversely affect its marketing and sales, and financial
condition.
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Many of SBS' product designs rely on state of the art digital technology. Future
advances in technology might render SBS' existing product lines obsolete, which
would require SBS 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.
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
significantly decline.
SBS' PRODUCT MARKETS 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.
SBS HAS SIGNIFICANT COMPETITION IN MOST OF ITS MARKETS. 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 1999 fiscal year, SBS had sales of
$106.0 million and net income of $12.3 million. For the nine months ended March
31, 2000, SBS had sales of $90.3 million and net income of $10.0 million. Many
of SBS' existing and potential competitors are bigger companies that have
financial, technological and marketing resources significantly greater than that
of SBS, which may give them a competitive advantage. They and other competitors
may have established relationships with customers or potential customers who can
make it harder for SBS to sell its products to those customers. SBS cannot
assure 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, and financial condition.
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In the CPU market in which Embedded Computers, Communications, and OR 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, VMIC, Inc. and XYCOM,
Inc. Through Communications and OR, 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 Modular I/O and its IP,
PMC and PC - MIP product lines, SBS has two classes of competition. The first
class includes companies that compete directly by selling these products. The
second class includes companies that compete with these products using a
different implementation to provide functionally equivalent products. SBS'
competitors in each of these classes include Acromag, Inc., Systran, Inc. and
VMIC, Inc. In SBS' communications network I/O products business, SBS competes
with other suppliers of network I/O products based on PMC, PCI and CompactPCI
form factors. These include Performance Technologies, Inc., Brooktrout
Technologies, Inc. and Lan Media Corporation.
In the telemetry market, SBS competes with suppliers such as L3 Communications,
Inc., Metrum-Datatape, Inc. and Veridan, Inc.
In the avionics interface market in which SBS' MIL-STD 1553 products are
marketed, SBS competes with a number of other 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' computer connectivity and expansion unit product line, SBS competes
with personal computer 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 and CompactPCI systems and enclosures such as I-Bus,
a subsidiary of Maxwell Technologies, RadiSys Corporation and Industrial
Computer Source.
SBS PURCHASES MANY OF THE COMPONENTS IT USES FROM THIRD PARTIES, AND ITS
BUSINESS COULD BE ADVERSELY AFFECTED IF SOME OF THOSE COMPONENTS ARE NOT
AVAILABLE ON TIME. 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 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'
sales 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'
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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.
SBS IS DEPENDENT ON QUALIFIED 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, revenues,
and business condition could suffer material adverse effects.
SBS HAS LIMITED PATENT PROTECTION ON ITS TECHNOLOGY. Although SBS believes that
some of its processes and equipment may be proprietary, SBS has sought limited
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 SBS 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 that 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
patent is issued, so patent applications that relate to SBS' products and
technology may have been filed by someone else. 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.
SBS COULD HAVE SIGNIFICANT PRODUCT LIABILITY. SBS' products and services
could be subject to product liability or government or commercial warranty
claims. SBS maintains primary product liability insurance for its non-aviation
products with a general aggregate limit of $1.0/$2.0 million per occurrence, a
$10.0 million lead umbrella policy, and a $40.0 million excess umbrella policy.
SBS maintains, for its aviation products, a $100.0 million liability insurance
policy, per occurrence. SBS' products are widely used in a variety of
applications. 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
SBS, a lack or insufficiency of insurance coverage could have a material adverse
effect upon SBS.
SBS' INTERNATIONAL SALES SUBJECT IT TO ADDITIONAL RISKS. SBS sells its
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products in countries throughout the world from its United States and
European based operations. 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 more expensive for foreign
customers who may, as a result, limit or reduce purchases.
EXCHANGE RATE FLUCTUATIONS COULD REDUCE SBS' EARNINGS WHEN STATED IN
U.S.DOLLARS. Substantially all of SBS' U.S. export sales to date have been
denominated in United States dollars and substantially all sales generated by OR
have been denominated in German Deutsche Marks. However, some sales in the
future may be denominated in other currencies. Any decline in the value of other
currencies in which SBS makes sales against the United States dollar or German
Deutsche Mark will have the effect of decreasing SBS' consolidated earnings when
stated in United States dollars. SBS does not engage in any hedging transactions
that might have the effect of minimizing the consequences of currency
fluctuations, and SBS does not intend to do so in the immediate future.
THE EURO CONVERSION MIGHT CAUSE A SIGNIFICANT DECLINE IN SBS' FINANCIAL
POSITION, RESULTS OF OPERATIONS, OR LIQUIDITY. On January 1, 1999, eleven of
the fifteen member countries of the European Union adopted the Euro as their
common legal currency and established fixed conversion rates between their
existing sovereign currencies and the Euro. The legacy currencies of the
participating European Union members will remain legal tender in the
participating countries for the transition period from January 1, 1999 to
January 1, 2002. Beginning January 1, 2002, the participating countries will
issue new Euro-denominated bills and coins for use in cash transactions.
Legacy currencies will no longer be legal tender for any transactions
beginning July 1, 2002, making conversion to the Euro complete. SBS may incur
significant cost to adapt information technology and other systems to
accommodate Euro-denominated transactions, the terms and enforceability of
its legacy denominated contracts may be affected, and the tax consequences of
currency conversion could be adverse.
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
sales and business prospects outside the United States.
OUTSTANDING OPTIONS AND REGISTRATION RIGHTS COULD HAVE A POTENTIAL DILUTIVE
EFFECT. 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. Mr. Amenson expects to exercise and sell, in accordance with
trading periods prescribed by SBS policy and in open market transactions, the
majority, if not all, of those shares before the options expire on December 31,
2000.
As of May 18, 2000, SBS had 525,931 options outstanding which could be exercised
and 1,055,647 options which were not yet eligible for exercise.
9
<PAGE>
SBS' COMMON STOCK HAS LIMITED PUBLIC FLOAT AND TRADING AND ITS STOCK PRICE CAN
BE VOLATILE. SBS' Common Stock is traded on The Nasdaq Stock Market. While a
public market currently exists for SBS' Common Stock and the number of shares in
the public float as of May 18, 2000 was 6,233,408, trading volume in the four
weeks ended May 18, 2000 averaged 66,561 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 Stock Market has experienced,
and is likely to experience in the future, significant price and volume
fluctuations that 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.
SBS HAS NOT PAID AND DOES NOT EXPECT TO PAY 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 name of each of the Selling Shareholders
who are eligible to sell (whether or not they have a present intent to do so)
and the positions, offices and other material relationships which the Selling
Shareholder has had with SBS or its affiliates since May 19, 1997.
<TABLE>
<CAPTION>
POSITION WITH THE COMPANY
SELLING SHAREHOLDER SINCE May 19, 1997
<S> <C>
David Scidmore Electronics Engineer(1)
Robert Scidmore Director of
Engineering(1)
</TABLE>
(1) SBS acquired SciTech, Inc. in December 1999. The
Selling Shareholder was employed by SciTech, Inc. before that
acquisition.
The following table sets forth the name of each Selling Shareholder as of
May 19, 2000, the number of shares of Common Stock owned by each Selling
Shareholder as of May 19, 2000, 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. The "*" indicates less than one percent of outstanding Common Stock
after this offering.
10
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------- ------------------------------- ------------------------------ -------------------------------
SHAREHOLDER NAME SHARES OF COMMON STOCK OWNED SHARES OFFERED IN THIS PERCENT OF COMMON STOCK OWNED
BEFORE OFFERING(1,2) OFFERING AFTER OFFERING(1,2)
- --------------------------------- ------------------------------- ------------------------------ -------------------------------
<S> <C> <C> <C>
David Scidmore 13,989 13,989 *
- --------------------------------- ------------------------------- ------------------------------ -------------------------------
Robert Scidmore 160,874 160,874 *
- --------------------------------- ------------------------------- ------------------------------ -------------------------------
Total 174,863 174,863
- --------------------------------- ------------------------------- ------------------------------ -------------------------------
</TABLE>
(1) A person is deemed to be the beneficial owner of securities that can be
acquired upon exercise of options or warrants by that person within 60 days from
the date of this Prospectus. Each beneficial owner's percentage ownership is
determined by assuming that options or warrants that are held by such person and
that are exercisable within 60 days from the date of this Prospectus have been
exercised.
(2) Neither Selling Shareholder holds any currently exercisable options to
purchase shares of Common Stock, as defined in footnote 1 above, under the
Company's stock option plans.
11
<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 that qualify
for sale pursuant to Rule 144 under the 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. The Selling Shareholders have been advised that they
are subject to 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 have been passed upon for the Company by Schuler, Messersmith, Daly &
Lansdowne, Albuquerque, New Mexico.
12
<PAGE>
EXPERTS
The consolidated financial statements and schedule of SBS Technologies, Inc. as
of June 30, 1999 and 1998, and for each of the years in the three-year period
ended June 30, 1999, have been incorporated by reference herein and in the
registration statement in reliance upon the reports of KPMG LLP, independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
RECENT EVENTS
On April 12, 2000, SBS acquired the outstanding shares of SDL from the
stockholders of SDL for $25 million in cash, subject to adjustment based on a
closing balance sheet. SDL is located in Easton, Massachusetts and
specializes in the design, manufacture and sales of WAN I/O for the
telecommunications and data communications market. SDL designs, manufactures
and markets T1/E1, T3/E3, HSSI and OC3 products based on the PCI, CompactPCI
and PMC form factors, and supporting protocols such as Frame Relay, HDLC,
PPP, X.25 and ATM. In addition, SDL's products support the operating systems
most commonly used in communications, including Windows NT, Solaris and
VxWorks. SDL customers include major telecommunication OEM companies such as
Nokia, Nortel, Motorola, IBM, Network Associates and Compuware.
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 8-K reporting the acquisition of SDL Communications,
Inc., filed April 26, 2000.
B. SBS' Form 10-Q for the quarter ended March 31, 2000.
C. SBS' Form 8-K reporting expected financial results, filed
March 22, 2000.
D. SBS' Form 10-Q for the quarter ended December 31, 1999.
E. SBS' Form 10-Q for the quarter ended September 30, 1999.
F. SBS' Form 10-K for the fiscal year ended June 30, 1999.
G. 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.
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.
13
<PAGE>
The documents incorporated by reference in this Prospectus (other than exhibits
not specifically incorporated by reference) 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
A Registration Statement on Form S-3, including amendments to it,
relating to the Shares has been filed by the Company with the Securities and
Exchange 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 Shares,
please refer to that Registration Statement, and exhibits and schedules to it.
Statements in this Prospectus as to the contents of any contract or other
document referred to are not necessarily complete. In each instance, a
prospective investor should refer to the copy of that contract or other document
filed as an exhibit to the Registration Statement. 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, and in accordance with those
requirements files reports and other information with the SEC. 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 SEC and the Registration Statement, including
exhibits to it, at the public reference facilities of the SEC at Room 1024,
Judiciary Plaza, 450 Fifth Street N.W., Washington, D.C., 20549, or at its
Regional Office located at 1801 California Street, Suite 4800, Denver, Colorado
80202-2648. The public may obtain copies of this material from the Public
Reference Section of the SEC, 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 SEC at 1-800-SEC-0330. The SEC maintains an
Internet site that contains reports, proxy and information statements and other
information regarding registrants, such as SBS, that file electronically with
the Commission. The address of that site is http://www.sec.gov.
SBS Technologies, Inc. Common Stock is listed on the National Association of
Securities Dealers, Inc. National Market System. The public may read reports,
proxy and information statements, and other information concerning SBS at the
National Association of Securities Dealers, Inc. at 1735 K Street, NW,
Washington, D.C. 20006.
SBS has an Internet site, from which the public may obtain reports, proxy and
information statements, and other information concerning SBS. The address of
that site is http://www.sbs.com.
14
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following are the actual or estimated expenses incurred or to be
incurred by the Registrant in connection with this offering. These expenses do
not include underwriting commissions, if any, which will be paid by the Selling
Shareholders.
<TABLE>
<CAPTION>
ITEM AMOUNT OF MONEY
---- ---------------
<S> <C>
Registration Fee $ 1,554.57
Blue Sky Fees & Expenses $ -0-
Legal Fees $ 10,000.00
Accountants Fees $ 2,500.00
Stock Transfer Fees $ 100.00
Miscellaneous $ 500.00
Total $ 14,654.57
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
SBS' Amended Articles of Incorporation provide that the directors of SBS
will not be personally liable to SBS 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 an ownership interest in SBS, if the breach or failure constitutes
negligence, willful misconduct or recklessness).
SBS' Bylaws provide for indemnification, in accordance with the New Mexico
Business Corporation Act, as amended, ("Corporation Act") of directors and
officers of SBS 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 SBS, as a
director or officer of any subsidiary of SBS, or as a director or officer of any
other company or enterprise for which the person provides services at the
request of SBS. SBS 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.
15
<PAGE>
ITEM 16. EXHIBITS
The following Exhibits are filed with this Registration Statement:
<TABLE>
<CAPTION>
- -------------------------------- -------------------------------------------------------------------------------------------
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- -------------------------------- -------------------------------------------------------------------------------------------
<C> <S>
4.1 Article VI of the Articles of Incorporation, as included in the Articles of Incorporation, as
amended, filed as Exhibit 3.1 of the Registrant's Form 10-Q for the quarter ended
December 31, 1997*
- -------------------------------- -------------------------------------------------------------------------------------------
4.2 Articles I and II of the Bylaws, as included in the Bylaws of SBS Technologies, Inc., as
amended, filed as Exhibit 3.2 of the Registrant's Form 10-Q for the quarter ended
December 31, 1995*
- -------------------------------- -------------------------------------------------------------------------------------------
4.3 Form of Certificate evidencing Common Stock, filed as Exhibit 4.3 of the Registrant's
registration statement on Form S-3 (333-58), effective April 16, 1996*
- -------------------------------- -------------------------------------------------------------------------------------------
5 Opinion of Schuler, Messersmith, Daly & Lansdowne +
- -------------------------------- -------------------------------------------------------------------------------------------
23.1 Consent of Schuler, Messersmith, Daly & Lansdowne (included in Exhibit 5)
- -------------------------------- -------------------------------------------------------------------------------------------
23.2 Consent of KPMG LLP +
- -------------------------------- -------------------------------------------------------------------------------------------
24 Power of Attorney +
- -------------------------------- -------------------------------------------------------------------------------------------
</TABLE>
* Incorporated by reference
+ previously filed
ITEM 17. UNDERTAKINGS
(a) Rule 415 Offering.
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.
(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 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
16
<PAGE>
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities being 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.
The undersigned registrant hereby undertakes that, for the 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 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.
(c) Incorporated Annual and Quarterly Reports
The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
(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.
17
<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-3 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 May 19, 2000.
SBS TECHNOLOGIES, INC.
By: /s/ CHRISTOPHER J. AMENSON
------------------------------
Christopher J. Amenson
President and Chief Executive Officer
18
<PAGE>
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>
- --------------------------------------------- ------------------------------------------- ----------------------------------
SIGNATURE CAPACITY DATE
- --------------------------------------------- ------------------------------------------- ----------------------------------
<S> <C> <C>
/s/ Christopher J. Amenson * President, Chief Executive Officer, May 19, 2000
Director (Principal Executive Officer)
- --------------------------------------------- ------------------------------------------- ----------------------------------
/s/ Scott A. Alexander * Executive Vice President, Secretary, May 19, 2000
Director
- --------------------------------------------- ------------------------------------------- ----------------------------------
/s/ James E. Dixon, Jr. Vice President, Finance & Administration, May 19, 2000
Chief Financial Officer, Treasurer,
Director (Principal Financial and
Accounting Officer)
- --------------------------------------------- ------------------------------------------- ----------------------------------
/s/ Warren W. Andrews * Director May 19, 2000
- --------------------------------------------- ------------------------------------------- ----------------------------------
/s/ William J. Becker * Director May 19, 2000
- --------------------------------------------- ------------------------------------------- ----------------------------------
/s/ Lawrence A. Bennigson * Director May 19, 2000
- --------------------------------------------- ------------------------------------------- ----------------------------------
/s/ Lewis C. Golm * Director May 19, 2000
- --------------------------------------------- ------------------------------------------- ----------------------------------
/s/ Alan E. White * Director May 19, 2000
- --------------------------------------------- ------------------------------------------- ----------------------------------
</TABLE>
* By: /s/ James E. Dixon, Jr.
-----------------------
Attorney-in-fact
19
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
- -------------------------------------------- ----------------------------------------- -----------------------------------------
EXHIBIT NO. DESCRIPTION OF EXHIBIT PAGE
- -------------------------------------------- ----------------------------------------- -----------------------------------------
<S> <C> <C>
4.1 Article VI of the Articles of
Incorporation, as amended, as
included in the Articles of
Incorporation of SBS Technologies,
Inc., filed as Exhibit 3.1 of the
Registrant's Form 10-Q for the
quarter ended December 31, 1997*
- -------------------------------------------- ----------------------------------------- -----------------------------------------
4.2 Articles I and II of the Bylaws, as
amended, as included in the Bylaws
of SBS Technologies, Inc., filed as
Exhibit 3.2 of the Registrant's
Form 10-Q for the quarter ended
December 31, 1995*
- -------------------------------------------- ----------------------------------------- -----------------------------------------
4.3 Form of Certificate evidencing Common
Stock, filed as Exhibit 4.3 of the
Registrant's registration statement on
Form S-3 (No. 333-58), effective April
16, 1996*
- -------------------------------------------- ----------------------------------------- -----------------------------------------
5 Opinion of Schuler, Messersmith, Daly &
Lansdowne +
- -------------------------------------------- ----------------------------------------- -----------------------------------------
23.1 Consent of Schuler, Messersmith, Daly &
Lansdowne (included in Exhibit 5)
- -------------------------------------------- ----------------------------------------- -----------------------------------------
23.2 Consent of KPMG LLP +
- -------------------------------------------- ----------------------------------------- -----------------------------------------
24 Power of Attorney +
- -------------------------------------------- ----------------------------------------- -----------------------------------------
</TABLE>
* Incorporated by reference
+ previously filed
20
