<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
SYS
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
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 state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
SYS
9620 Chesapeake Drive
San Diego, California 92123
(619) 715-5500
NOTICE OF THE 1999 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 19, 2000
To the Holders of Common Stock of SYS:
The 1999 Annual Meeting of Shareholders of SYS (the "Company") will be
held at the corporate office, 9620 Chesapeake Drive, suite 201, San Diego,
California 92123, on January 19, 2000, at 1:00 p.m., local time, to consider the
following business:
1. To elect a Board of five Directors to serve for the ensuing
year and until their respective successors are elected; and
2. To approve the appointment of J.H. Cohn LLP, public
accountants, as independent public auditors to examine the
accounts of the Company for the Fiscal Year 2000.
The Board of Directors has fixed November 19, 1999 as the record date
for the determination of shareholders entitled to notice of and to vote at the
1999 Annual Meeting of Shareholders and at any adjournment thereof.
All Shareholders are cordially invited to attend the 1999 Annual
Meeting of Shareholders in person. Whether or not you plan to attend, please
date, sign, and promptly return the enclosed Proxy in the enclosed
self-addressed envelope in order that your shares are represented at this
meeting and to ensure a quorum. If you are able to attend in person, we will
cancel the Proxy at your request.
By Order of the Board of Directors
/s/ Michael W. Fink
San Diego, California Michael W. Fink
November 29, 1999 Secretary
<PAGE>
SYS
PROXY STATEMENT
---------------
GENERAL INFORMATION
THE ACCOMPANYING PROXY IS SOLICITED BY AND ON BEHALF OF THE BOARD OF
DIRECTORS OF SYS (the "Company") to be used at the 1999 Annual Meeting of
Shareholders to be held at the corporate office, 9620 Chesapeake Drive, suite
201, San Diego, California 92123 on Wednesday, January 19, 2000, at 1:00 p.m.,
local time. The approximate mailing date of this proxy statement and the
accompanying proxy and annual report is December 10, 1999.
When the enclosed proxy is properly executed and returned, the shares
it represents will be voted at the 1999 Annual Meeting of Shareholders in
accordance with any directions noted thereon. If no direction is indicated, the
shares it represents will be voted in favor of the proposals set forth in the
notice attached hereto. Any shareholder signing and delivering a proxy may
revoke it at any time before it is voted by filing with the Secretary of the
Company an instrument revoking it, or a duly executed proxy bearing a later
date. Any shareholder attending the meeting in person may withdraw his proxy and
vote his shares.
The cost of the solicitation of proxies will be borne by the Company.
Solicitations will be made only by mail provided, however, that, if necessary,
officers and regular employees of the Company may make solicitations of proxies
personally or by telephone or telegram, but such persons will not be specially
compensated for such services. The Company may also reimburse brokers, banks,
custodians, nominees and fiduciaries holding stock in their names or in the
names of their nominees for their reasonable charges and expenses in forwarding
proxies and proxy material to the beneficial owners of such stock.
VOTING RIGHTS
The only voting securities of the Company consists of Common Stock.
Holders of record of Common Stock on November 19, 1999 will be entitled to vote
at the 1999 Annual Meeting of Shareholders. On that date, there were 3,236,732
shares of Common Stock outstanding. Each share is entitled to one vote on all
matters to come before the meeting, except that cumulative voting may be used in
the election of directors. Under California law, each shareholder may cumulate
his votes for candidates placed in nomination prior to the voting for directors.
Under cumulative voting, each shareholder may vote for a single candidate, or
distribute votes among the candidates as such shareholder chooses, a number of
votes equal to the number of candidates (five (5) at this meeting) multiplied by
the number of shares held by such shareholder. Cumulative voting will apply only
to those candidates whose names have been placed in nomination prior to voting.
No shareholder shall be entitled to cumulate votes unless the shareholder has
given notice at the meeting, prior to the voting, of the shareholder's intention
to cumulate the shareholder's votes. If any one shareholder gives such notice,
all shareholders must cumulate their votes for candidates in nomination, except
to the extent that a shareholder withholds votes from the nominees. The proxy
holders named in the accompanying form of proxy, in their sole discretion, will
vote such proxy for, and, if necessary, exercise cumulative voting rights with
complete discretion in voting the shareholder's shares. Directors shall be
elected by a plurality of the votes cast.
ELECTION OF DIRECTORS
At the 1999 Annual Meeting of Shareholders, five directors are to be
elected. Each director will serve until the next Annual Meeting and until his
successor has been elected and qualified. All of the nominees described in this
Proxy Statement are currently serving as members of the Board of Directors. The
Company knows of no reason why the nominees would not be available for election
and would not be able to serve.
In the absence of instructions to the contrary, the shares represented
by the proxies delivered to the Board of Directors will be voted for the five
nominees for election as Directors of the Company. If any such nominee should
decline or become unable to serve as a director for any reason, votes will be
cast instead for a substitute nominee, if any, designated by the Board of
Directors or, if none is so designated, will be cast according to the judgment
in such matters of the person or persons voting the Proxy.
1
<PAGE>
Proxies solicited by the Board of Directors cannot be voted for more
than five nominees for directors.
The table immediately below contains pertinent information concerning
the nominees and is followed by a brief biography of each nominee:
<TABLE>
<CAPTION>
Date Elected Other
Name Age Principal Occupation Director Directorships
- ---- --- -------------------- -------- -------------
<S> <C> <C> <C> <C>
Lawrence L. Kavanau 73 Chairman of the Company Sept. 7, 1966 None
Kameron W. Maxwell 63 Consultant Sep. 21, 1999 None
W. Gerald Newmin 62 Chief Executive Officer of the Oct. 19, 1993 Exten Industries, Inc.,
Company; Chairman and Corporate Directors Forum
CEO of Exten Industries, Inc.
Charles E. Vandeveer 58 Executive Vice President Mar. 21, 1997 Naval Construction Battalion
of the Company Center Credit Union
Charles H. Werner 73 Consultant Mar. 6, 1989 None
</TABLE>
Dr. Lawrence L. Kavanau is the Founder and was elected Chairman of the
Board on January 20, 1999. He served as President of the Company from the
Company's formation in 1966 until June 1975. He has been a Director of the
Company continuously since 1966. He was elected Chairman of the Board, Chief
Executive Officer and Chief Financial Officer by the Board of Directors on
November 19, 1993 and remained Chairman until March 21, 1997, and CEO until
August 1, 1997. On August 26, 1998, the Company's Board of Directors established
an Office of the Chief Executive (OCE), Dr. Kavanau was one of three Principal
Executives of this office, which was discontinued on October 21, 1998. From June
1975 to November 1993, he was a business and management consultant and Principal
Associate of Kavanau & Associates. He served as Corporate Secretary for the
Company from June 25, 1992 to November 19, 1993. From January 1989 to December
1992, he was President of Golf Lake Development, Inc. He was Chairman and Chief
Executive Officer of Team Austin, Inc., a computer software and contract
programming company located in San Diego, until December 1988. From February
1978 to February 1980, Dr. Kavanau also was Executive Vice President and Chief
Financial Officer of Spatial, Inc., a manufacturer of pre-amplifiers. From
August 1978 to January 1985, Dr. Kavanau was President of SKC Research, Inc., a
company engaged in contracted research. Dr. Kavanau was a member of the Board of
Directors of SKC Research, Inc. from August 1978 to February 1986. He was a
member of the group which, in 1956, formed Aeronutronics Division of Ford Motor
Company. He subsequently served in the Department of Defense responsible for
DOD's interests in space research and development activities and was the
Department's principal liaison with NASA. Prior to his founding of the Company,
he was Executive Vice President - Technical of the North American Aviation (now
Rockwell International) Space and Information Systems Division, and Assistant to
the President, North American Aviation.
Dr. Kameron W. Maxwell was elected to the Board of Directors on
September 21, 1999. Dr. Maxwell is currently a consultant to various
biotechnology and contract research companies. From 1989 to 1995 he worked at
Genta Incorporated; there he served as the Senior Vice President of
Pharmaceutical Operations (1993-1995), Vice President Clinical Development
(1991-1993) and Vice President Clinical Development & Regulatory Affairs
(1989-1992). Dr. Maxwell was a Co-Founder, Executive Vice President and Director
of International Pharmaceutical Products, Inc. from 1982 - 1989. From 1983-1989
Dr. Maxwell was President of Americal Pharmaceuticals, Inc. Dr. Maxwell was Vice
President, Research & Development for Newport Pharmaceuticals, Inc. from 1978 to
1982. From 1970 to 1978, Dr. Maxwell was Director, Research & Development for
Baxter, Inc. (Hyland Division). Dr. Maxwell has a Ph.D. in Immunology, Minor in
Histology; an M.S. in Microbiology, Minor in Parasitology; and a B.S. in
Bacteriology, all from the University of Utah.
Mr. W. Gerald Newmin was elected to the Board of Directors on October
19, 1993 and served as Corporate Secretary from December 10, 1993 to January 20,
1999. On October 21, 1998, Mr. Newmin was elected interim Chairman of the Board
and Chief Executive Officer of the Company. On January 20, 1999, Mr. Newmin was
elected Chief Executive Officer and Chief
2
<PAGE>
Financial Officer of the Company. Mr. Newmin is Chairman and Chief Executive
Officer of Exten Industries, Inc., a publicly held bio-medical company. Mr.
Newmin is also currently Chairman of the Corporate Directors Forum, a non-profit
organization which promotes good corporate governance. He was President of
HealthAmerica Corp. which grew to over $500 million annually and the company was
the first in its industry to be listed on the New York Stock Exchange. Mr.
Newmin was President of the International Silver Company, a diversified
multi-national manufacturing company which he restructured. He was Vice
President and Regional Director for American Medicorp, Inc. In this capacity Mr.
Newmin was responsible for the management of 23 acute care hospitals located
throughout the Western United States. Mr. Newmin was instrumental in Whittaker
Corporation's entry into both the United States and International health care
markets. At Whittaker, Mr. Newmin has held various other senior executive
positions, including those of Chief Executive Officer of Whittaker's Production
Steel Company, Whittaker Textiles Corporation, Trojan Yacht Corporation and
Anson Automotive Corporation. Mr. Newmin holds a Bachelors degree in Accounting
from Michigan State University.
Mr. Charles E. Vandeveer was elected to the Board of Directors on March
21, 1997. Mr. Vandeveer is the Company's Executive Vice President and
coordinates the Company's contractual endeavors with the United States Navy. Mr.
Vandeveer has held various management, supervisory, administrative and project
positions since he joined the Company is 1987. He is a retired Commander, United
States Navy, Supply Corps. Mr. Vandeveer served as a Director of Naval Supply
Centers and Supply Annexes, managing material operations and ship repairable
programs. He was also a Ship Superintendent/Type Desk Officer, responsible for
coordinating Naval Shipyard repairs and overhauls. Mr. Vandeveer has brought his
valuable Navy experience to the Company and has put it to work expanding the
Company's presence in the Oxnard area. He has organized and directed large scale
management studies and supervised subcontractors with various firms. Mr.
Vandeveer received his Bachelors degree in Agricultural Industries from Southern
Illinois University in 1963, and has held a Designated Financial Planner
Certification from UCLA since 1989.
Mr. Charles H. Werner was elected to the Board of Directors on March 6,
1989. On August 26, 1998, the Company's Board of Directors established an Office
of the Chief Executive (OCE), Mr. Werner was one of the three Principal
Executives of this office, which was discontinued on October 21, 1998. Mr.
Werner has been an independent consultant since August 1995 when he resigned his
position with the Company as President - Administration, which position he held
since November 1993. From August 1992 to November 1993 he was President and
Chief Operating Officer. From January 1992 to August 1992 Mr. Werner was
President, and from March 1989 to January 1991 he served as the Company's
President, Chief Executive Officer and Chief Financial Officer. Prior to joining
the Company, he served as Executive Vice President of Arrowsmith Industries,
Inc., a wholly owned subsidiary of KDT Industries, Inc., of Austin, Texas. In
1986 and 1987, Mr. Werner served as a consultant to the Strategic Defense
Initiative Organization in Washington, D.C. Previously, he had been a management
consultant; Vice President of Marketing and Advanced Programs for Convair, San
Diego, California; Executive Vice President, Defense Systems, Emerson Electric
Company; and Vice President and Chief Operating Officer of SSP Industries, Inc.,
Burbank, California. He received his engineering degrees from Washington
University in St. Louis, Missouri and Ohio State University in Columbus, Ohio.
THE BOARD OF DIRECTORS AND MANAGEMENT RECOMMEND THAT SHAREHOLDERS VOTE
FOR ALL FIVE (5) NOMINEES NAMED ABOVE.
There is no family relationship between any of the directors and
executive officers of the Company.
3
<PAGE>
AFFILIATE TRANSACTIONS AND RELATIONSHIPS
During the year ended June 30, 1999, the Board of Directors granted
stock purchase options to six outside directors. Some of these purchase options
contain certain buy-back provisions which become effective in the event of
termination of directorship. See the chart under Remuneration for complete
details of outstanding stock option to directors.
On September 29, 1998, Mr. Charles Werner, a director of the Company,
exercised a stock option for 25,000 shares of common stock at $0.09 per share.
On April 15, 1999, Mr. Paul I. Anderson, a former Director of the
Company, exercised a stock option for 11,486 shares of common stock at $0.31 per
share. Mr. Anderson then sold these shares to Michael W. Fink, an Officer of the
Company.
Subsequent to June 30, 1999 and effective September 21, 1999, the Board
of Directors elected Mr. Kameron Maxwell to fill the Board of Directors vacancy
created by Mr. Robert D. Mowry's resignation. Also effective September 21, 1999,
the Company entered into a Consulting Agreement and Amendment to Prior
Understanding with Mowry.
Subsequent to June 30, 1999 and effective September 24, 1999, the Board
of Directors agreed to replace the Big Canyon Investments, Inc. (BCI)/UniPrise
debt with a Secured Negotiable Promissory Note (the "Note") for $179,000 from
Mowry and BCI. The Note is secured by the SEI receivables, Mowry's personal
guarantee and common stock of the Company held or controlled by Mowry. The Note
accrues interest at 10% per annum and principal and interest are due on December
31, 1999.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. Pursuant to
Section 16(a) of the Securities Exchange Act of 1934 and the rules issued
thereunder, the Company's executive officers and directors are required to file
with the SEC reports of ownership and changes in ownership of the Common Stock.
Based solely on its review of the copies of such reports furnished to the
Company, or written representations that no reports were required, the Company
believes that, during Fiscal Year 1999, its executive officers and directors
complied with Section 16(a) requirements.
Pursuant to the reporting requirements of Item 404(c) of Regulation
S-K, as of September 30, 1999, Mowry (BCI/UniPrise) is indebted to the Company
in the amount of approximately $179,000, and no officer or director of the
Company is indebted to the Company.
The term of office for a director runs until the next annual meeting of
shareholders and until a successor has been elected and qualified. The term of
office for each executive officer runs until removal by the Board of Directors
or election and qualification of his successors.
SELECTION OF INDEPENDENT AUDITORS
Management recommends appointment of J.H. Cohn LLP as the Company's
independent auditors for the Company's 2000 fiscal year (commencing July 1,
1999) and nominates that firm for selection at the 1999 Annual Meeting of
Shareholders. A representative of J.H. Cohn LLP is expected to be present at the
meeting, with the opportunity to make a statement if they desire to do so, and
to respond to appropriate questions.
GENERAL
The Board of Directors held ten scheduled meetings during the fiscal
year ended June 30, 1999: July 15, 1998, August 26, 1998, September 23, 1998,
October 21, 1998, November 11, 1998, December 16, 1998, January 20, 1999, March
24, 1999, May 26, 1999 and June 21, 1999. A quorum was reached at each of these
meetings.
REMUNERATION
The following is a table showing the remuneration paid by the Company
during its fiscal year ended June 30, 1999 for services in all capacities to
each officer, the sum of whose cash-equivalent forms of remuneration during such
year exceeded $100,000, and the remuneration paid during each year to all
officers as a group:
4
<PAGE>
Cash and Cash-Equivalent
Forms of Remunerations
----------------------
<TABLE>
<CAPTION>
Aggregate of
Name of Individual or Salaries, Fees, Securities of Contingent
Number of Persons in Capacities In Commissions, Property, Insurance Forms of
Group Which Served & Bonuses Benefits or Remuneration
Reimbursement
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Lawrence L. Kavanau Chairman $86,588 $ 6,000 --
--------------------------------------------------------------------------------------------------------------------------
All Executive $265,100 $15,000 --
Officers (4) as a Group
--------------------------------------------------------------------------------------------------------------------------
</TABLE>
During Fiscal Year 1999, each Director of the Company (excluding full
time executive officers) received a stock option for 12,000 shares of Company
common stock plus approved expenses per month. During the last year, the Board
of Directors of the Company has been meeting on an average of once per month.
Directors serve as chairmen or members of standing committees of the Board of
Directors and may meet in these capacities at times other than those designated
for meetings of the Board.
The following is a list of common stock options given to directors and
officers as of June 30, 1999:
<TABLE>
<CAPTION>
Name and Title Grant Date # of Shares Option Price Expiration Date
- -------------- ---------- ----------- ------------ ---------------
<S> <C> <C> <C> <C>
Mowry - Director 05/21/97 25,000 $0.47 03/21/04
Anderson - Former Director 11/19/97 12,000 $0.75 11/19/03
Carroll - Former Director 11/19/97 12,000 $0.75 11/19/03
Mowry - Director 11/19/97 12,000 $0.75 11/19/03
Newmin - Director 11/19/97 12,000 $0.75 11/19/03
Werner - Director 11/19/97 12,000 $0.75 11/19/03
Wood - Former Director 11/19/97 9,800 $0.75 11/19/03
Anderson - Former Director 09/01/98 5,000 $0.68 09/01/04
Carroll - Former Director 09/01/98 5,000 $0.68 09/01/04
Mowry - Director 09/01/98 10,000 $0.68 09/01/04
Newmin - Director 09/01/98 1,645 $0.68 09/01/04
Werner - Director 09/01/98 10,000 $0.68 09/01/04
Wood - Former Director 09/01/98 5,000 $0.68 09/01/04
Vandeveer -Director 06/03/98 60,000 $0.71 06/03/03
Fink- Officer 06/03/98 50,000 $0.71 06/03/03
</TABLE>
5
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following information is furnished as of June 30, 1999 for each
director, all directors and officers as a group, and each stockholder who is
known to the Company to be the beneficial owner of more than five percent of the
Company's Common Stock:
<TABLE>
<CAPTION>
Amount & Nature
Title of Name & Address of of Beneficial Percent of
Class Beneficial Owner Office, If Any Ownership 1 Class 2
- ----- ---------------- -------------- ----------- -------
<S> <C> <C> <C> <C>
Common Stock Charles H. Werner Director 810,796 25.0%
Without Par P.O. Box 1966
Value Rancho Santa Fe, CA 92067
Lawrence L. Kavanau Chairman 298,189 (Direct) 14.2%
3320-140 Caminito East Bluff 162,333 (As Trustee or
La Jolla, CA 92037 Executor, With Voting Rights)
Robert D. Mowry Director (as of 87,988 (Direct) 10.1%
19 Cherry Hills Lane 6/30/99) 237,948 (Indirectly, with
Newport Beach, CA 92660 Voting Rights, through
American Technology
Investments, Inc.)3
W. Gerald Newmin Chief Executive 271,679 8.4%
48 Admiralty Cross Officer
Coronado, CA 92118
Charles E. Vandeveer Director, 119,616 3.7%
8203 Tiara Drive Executive
Ventura, CA 93004 Vice President
Michael W. Fink Vice President - 46,980 1.5%
3410 Bangor Place Administration,
San Diego, CA 92106 Secretary
All Directors and 2,035,529 62.9%
Officers as a Group 4
</TABLE>
1 To the best knowledge of the Company, each of the beneficial owners listed
herein has direct ownership of and sole voting power and sole investment power
with respect to the shares of the Company's Common Stock, except as set forth
herein.
2 As of June 30, 1999, a total of 3,236,732 shares of Common Stock of the
Company were considered to be outstanding pursuant to SEC Rule 13d-3(d)(1) for
purposes of this Proxy Statement.
3 American Technology Investments, Inc. (ATI) , is an entity solely controlled
by Mr. Mowry, and of which Mr. Mowry is the sole shareholder.
4 No officer or director is the holder of any shares of Preferred Stock or
Series B Preference Stock.
6
<PAGE>
EXECUTIVE OFFICERS
The following table sets forth pertinent information concerning the persons
who are the current executive officers (who are not directors) of the Company:
<TABLE>
<CAPTION>
Name Age Capacity
- ---- --- --------
<S> <C> <C>
Michael W. Fink 42 Vice President - Administration
</TABLE>
Michael W. Fink, age 42, is Vice President - Administration at the
Corporate offices and was elected Corporate Secretary on January 20, 1999. Mr.
Fink joined the Company in July of 1995. He is responsible for the
administrative functions of the Company, including finance, accounting, human
resources, contracts and other management areas. He was President of SANDAIRE
before being hired by the Company. SANDAIRE is an engineering firm specializing
in the aerospace industry. Mr. Fink received a Bachelor of Science degree in
Business Administration (Accounting) from San Diego State University (SDSU). He
has also attended Graduate School at SDSU where he studied mechanical
engineering.
SHAREHOLDER PROPOSALS
Any proposal which a shareholder wishes to present at the next Annual
Shareholders Meeting for Fiscal Year 2000 must be received at the Company's
office at 9620 Chesapeake Drive, Suite 201, San Diego, California 92123, no
later than July 1, 2000 in order to be included in the Company's proxy statement
and proxy relating to that meeting.
ANNUAL REPORT
THE COMPANY'S 1999 ANNUAL REPORT FOR SHAREHOLDERS IS BEING MAILED
HEREWITH. Upon written request to Shareholder Relations Department at 9620
Chesapeake Drive, Suite 201, San Diego, CA 92123, and at no charge, a copy of
the Company's annual report on Form 10-KSB, including the financial statements
and the financial statement schedules, will be forwarded.
OTHER BUSINESS
Management does not know of any other business to be presented at the
meeting and does not intend to bring any other matters before the meeting.
However, if any other matters properly come before the meeting, or any
adjournments thereof, it is intended that the persons named in the accompanying
proxy will vote therein according to their best judgement in the interest of the
Company.
By Order of the Board of Directors
/s/ Michael W. Fink
San Diego, California Michael W. Fink
November 29, 1999 Secretary
7
<PAGE>
PROXY
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON
JANUARY 19, 2000
The undersigned hereby appoints Kameron W. Maxwell and Charles E.
Vandeveer, or either of them, proxies of the undersigned, to vote and represent
all shares of the Common Stock, without Par Value, registered in the name of the
undersigned, at the 1999 ANNUAL MEETING OF SHAREHOLDERS OF SYS TO BE HELD AT
1:00 P.M. ON WEDNESDAY, JANUARY 19, 2000 AT THE CORPORATE OFFICE, 9620
CHESAPEAKE DRIVE, SUITE 201, SAN DIEGO, CALIFORNIA 92123.
THE SHARES REPRESENTED BY THIS PROXY CAN BE VOTED AS MARKED BY THE SYS
COMMON SHAREHOLDER OF RECORD ON NOVEMBER 19, 1999, WHOSE PRINTED NAME AND
SIGNATURE IS PLACED ON THE OPPOSITE SIDE.
PLEASE MARK THE APPROPRIATE BOX.
Item 1. Election of Directors
<TABLE>
<S> <C>
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote
(except as marked to the contrary below). for all nominees listed below.
</TABLE>
Nominees: Lawrence L. Kavanau Charles E. Vandeveer
Kameron W. Maxwell Charles H. Werner
W. Gerald Newmin
To withhold authority for any individual nominee, write the nominee's
name in the space provided:____________________________________________
Item 2. Proposal to approve the appointment of J.H. Cohn LLP as the
independent certified public accountants for the Corporation for
its 2000 fiscal year.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Item 3. Other Matters: In their discretion, on any other business which may
properly come before the meeting.
(NOTE: Please see reverse of this page)
---------------------------------------
<PAGE>
IF CUMULATIVE VOTING FOR DIRECTORS IS REQUESTED, THE PROXY HOLDER WILL HAVE
COMPLETE DISCRETION IN VOTING YOUR SHARES. IF NO INDICATION IS MADE ABOVE ON HOW
YOU DESIRE YOUR SHARES TO BE VOTED, THE PROXY HOLDER WILL HAVE COMPLETE
DISCRETION IN VOTING YOUR SHARES.
IN WITNESS WHEREOF, the undersigned has signed this proxy on __________________,
(month and day)
_____________
(year)
The undersigned [ ] PLANS [ ] DOES NOT PLAN to attend the meeting. Shareholders
who are present at the meeting may withdraw their proxy by contacting the
Secretary in order to vote in person if they so desire.
- ----------------------------------- ----------------------------------------
(Print Name) (Signature)
- ----------------------------------- ----------------------------------------
(Print Name) (Signature)
NOTE: PLEASE DATE THE PROXY AND SIGN YOUR NAME AS IT APPEARS ON THE LABEL. If
shares are registered in the name of two or more persons, each should sign.
Executors, administrators, trustees, guardians, attorneys, and corporation
officers should show their full titles.
PLEASE DATE, SIGN AND RETURN PROXY PROMPTLY
===========================================
