UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
Filed
by
the
Registrant
X
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 Under Rule 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:___________________________________________________________________________________
|
SYS
5050
Murphy Canyon Road, Suite 200
San
Diego, California 92123
(858)
715-5500
November
3, 2007
Dear
Fellow Stockholders:
You
are
cordially invited to attend the Annual Meeting (the “Annual Meeting”) of
Stockholders of SYS (the “Company”) to be held at 5050 Murphy Canyon Road, Suite
200, San Diego, California, 92123 on December 7, 2007, at 1:00 p.m., local
time.
At
this
meeting, you will be asked to vote, in person or by proxy, on the following
matters:
1.
|
To
elect seven directors to our Board of Directors to serve for the
ensuing
year and until their respective successors are elected and have been
qualified;
|
2.
|
To
approve the appointment of Grant Thornton LLP, Independent Registered
Public Accounting Firm, to examine the accounts of SYS for fiscal
year
2008;
|
3.
|
To
amend the SYS Technologies, Inc. 2003 Employee Stock Purchase Plan
to
increase the number of shares of common stock subject to such plan
from
1,000,000 to 2,000,000; and
|
4.
|
To
transact such other business as may properly come before the meeting
and
at any continuations or adjournments
thereof.
|
Our
Board
of Directors recommends that you vote
FOR
each of the proposals
to be considered at the Annual Meeting.
At
the
Annual Meeting, we also will be pleased to report on the business of SYS. A
discussion period will be provided for questions and comments of general
interest to stockholders.
The
enclosed Notice of Annual Meeting of Stockholders and Proxy Statement contain
details concerning each of the proposals. We urge you to read and consider
these
documents carefully. Whether or not you are able to attend, it is important
that
your shares be represented and voted at this meeting. Accordingly, please
complete, sign and date the enclosed proxy and mail it in the envelope provided
at your earliest convenience. If you attend the meeting, you may vote in person,
even if you previously returned your proxy card. If your shares are held in
the
name of a bank, brokerage firm or other nominee, please contact the party
responsible for your account and direct him or her to vote your shares on the
enclosed proxy card. Your vote is important regardless of the number of shares
you own.
On
behalf
of our Board of Directors and management, we thank you for your continued
support of SYS.
|
Sincerely,
|
|
|
|
/s/
Alfred M. Gray
|
|
Alfred
M. Gray
|
|
Chairman
of the Board
|
SYS
5050
Murphy Canyon Road, Suite 200
San
Diego, California 92123
(858)
715-5500
NOTICE
OF THE 2007 ANNUAL MEETING OF STOCKHOLDERS
TO
BE HELD ON DECEMBER 7, 2007
To
the
Holders of Common Stock of SYS:
The
2007
Annual Meeting of stockholders of SYS will be held at 5050 Murphy Canyon Road,
Suite 200, San Diego, California, 92123 on December 7, 2007, at 1:00 p.m.,
local
time, to consider the following business:
1.
|
To
elect seven directors to our Board of Directors to serve for the
ensuing
year and until their respective successors are elected and have been
qualified;
|
2.
|
To
approve the appointment of Grant Thornton LLP, Independent Registered
Public Accounting Firm, to examine the accounts of SYS for fiscal
year
2008;
|
3.
|
To
amend the SYS Technologies, Inc. 2003 Employee Stock Purchase Plan
to
increase the number of shares of common stock subject to such plan
from
1,000,000 to 2,000,000; and
|
4.
|
To
transact such other business as may properly come before the meeting
and
at any continuations or adjournments
thereof.
|
Our
Board
of Directors has fixed October 9, 2007 as the record date for the determination
of stockholders entitled to notice of and vote at the 2007 Annual Meeting of
Stockholders and at any adjournment thereof.
All
stockholders are cordially invited to attend the 2007 Annual Meeting of
Stockholders in person. Whether or not you plan to attend, please
date, sign, and promptly return the enclosed proxy in the enclosed
self-addressed envelope to ensure that your shares are represented at the
meeting and to ensure a quorum. If you are able to attend in person,
we will cancel your proxy at your request.
|
By
Order of the Board of Directors
|
|
|
|
/s/
Michael W. Fink
|
|
Michael
W. Fink
|
|
Secretary
|
San
Diego, California
November
3, 2007
SYS
PROXY
STATEMENT
FOR
THE ANNUAL MEETING OF THE SHAREHOLDERS
TO
BE HELD ON DECEMBER 7, 2007
TABLE
OF CONTENTS
|
Page No.
|
|
GENERAL
INFORMATION
|
1
|
|
Proxy
Solicitation
|
1
|
|
Revocability
and Voting of
Proxy
|
1
|
|
Record
Date and Voting
Rights
|
1
|
|
Forward
Looking
Statements
|
2
|
|
SECURITY
OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
|
3
|
|
Security
Ownership of
Managemen
t
and
Certain Beneficial
Owners
|
3
|
|
PROPOSAL
1, Election of
Directors
|
5
|
|
Directors
and
Nominees
|
5
|
|
Required
Vote
|
7
|
|
Recommendation
of the
Board
|
7
|
|
Board
Committees and Board
Meetings
|
7
|
|
Audit
Committee
|
7
|
|
Nominating
and
C
ompensation
Committee
|
8
|
|
Corporate
Governance
|
9
|
|
Independence
of
Directors
|
9
|
|
Code
of Conduct and
Ethics
|
10
|
|
Stockholders’
Communication
with
the Board
|
10
|
|
Director
Attendance at Annual
Stockholders’ Meetings
|
10
|
|
Compensation
of
Directors
|
10
|
|
Executive
Officers
|
11
|
|
Executive
Compensation
|
12
|
|
Grants
of Plan-Based Awards
|
13
|
|
Outstanding
Equity Awards at Fiscal Year-End
|
14
|
|
Option
Exercises and Stock Vested
|
14
|
|
Pension
Benefits
|
15
|
|
Nonqualified
Defined Contribution and Other Nonqualified Deferred Compensation
Plans
|
15
|
|
Employment
Agreements,
Termination of Employment and Change of Control
Arrangements
|
15
|
|
Nominating
&
Compensation
Committee Report on
Executive Compensation
|
15
|
|
Nominating
&
Compensation
Committee Interlocks
and Insider Participation
|
17
|
|
Audit
Committee
Report
|
18
|
|
Common
Stock Performance
Graph
|
19
|
|
Certain
Relationships and Related
Transactions
|
19
|
|
Equity
Compensation Plan
Information
|
20
|
|
PROPOSAL
2, Ratification of
Appointment of Independent Registered Public Accounting Firm
|
21
|
|
Introduction
|
21
|
|
Principal
Accountant Fees and
Services
|
21
|
|
Required
Vote
|
21
|
|
Recommendation
of the
Board
|
21
|
|
PROPOSAL
3, Amendment to SYS Technologies, Inc. 2003 Employee Stock Purchase
Plan
|
22
|
|
Required
Vote
|
22
|
|
Recommendation
of the Board
|
22
|
|
SECTION
16(a) BENEFICIAL
OWNERSHIP REPORTING COMPLIANCE
|
22
|
|
STOCKHOLDER
PROPOSALS FOR NEXT
ANNUAL MEETING
|
2
3
|
|
ANNUAL
REPORT
|
23
|
|
OTHER
MATTERS
|
2
3
|
|
SYS
PROXY
STATEMENT
GENERAL
INFORMATION
Proxy
Solicitation
The
accompanying proxy is solicited by and on behalf of the Board of Directors
of
SYS
(the “Company”, “SYS”, “us” or “our”) to be used at
the 2007 Annual Meeting of stockholders (the “Annual Meeting”) to be held on
December 7, 2007 at 5050 Murphy Canyon Road, Suite 200, San Diego, California,
92123, at 1:00 p.m., local time. The approximate mailing date of this
Proxy Statement and the accompanying proxy and annual report is November 3,
2007.
Revocability
and Voting of Proxy
When
the
enclosed proxy is properly executed and returned, the shares it represents
will
be voted at the 2007 Annual Meeting of Stockholders 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 SYS
an
instrument revoking it or a duly executed proxy bearing a later
date. Any stockholder attending the meeting in person may withdraw
his or her proxy and vote his or her shares at the meeting.
The
cost
of the solicitation of proxies will be borne by SYS. Solicitations
will be made only by mail provided, however, that, if necessary, officers and
regular employees of SYS may make solicitations of proxies personally or by
telephone or fax, but such persons will not be specially compensated for such
services. SYS 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.
Record
Date and Voting Rights
The
only
voting securities of SYS are common stock. Holders of record of
common stock on October 9, 2007 will be entitled to notice of and to vote at
the
2007 Annual Meeting of Stockholders. On that date there were
19,972,328 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 their 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 among
the candidates as such stockholder chooses, a number of votes equal to the
number of candidates (seven at this meeting) multiplied by the number of shares
held by such stockholder. 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 a
shareholder has given notice at the meeting, prior to the voting, of such
shareholder’s intention to cumulate their votes. If any one
shareholder gives such notice, all stockholders 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 may exercise cumulative voting
rights.
Broker
non-votes, or shares held by a broker or nominee that are represented at the
meeting but with respect to which the broker or nominee is not empowered to
vote
on a particular matter, will be counted only in determining whether a quorum
is
present at the meeting. Shares that are not represented in person or
by proxy at the meeting shall not be counted in determining whether a quorum
is
present and shall not be deemed present at the meeting. Proxies that
are submitted by any shareholder unmarked as to any matter shall be voted
according to the recommendation of the Board of Directors. A proxy
withholding authority to vote for a director nominee, if shares are not voted
cumulatively, will be counted as a vote not in favor of the director
nominee. A vote of abstention, as to any proposal as to which
abstention is permitted, will be counted as a vote against such
proposal.
FORWARD-LOOKING
STATEMENTS
All
statements other than those of historical facts included in this proxy
statement, including those related to our financial outlook, liquidity, goals,
business strategy, project plans and objectives of management for future
operating results, are forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21 E of the Securities Exchange
Act of 1934. Such forward-looking statements can be identified by the use of
words such as "intends," "anticipates," "believes," "estimates," "projects,"
"forecasts," "expects," "plans" and "proposes." We believe that the expectations
reflected in these forward-looking statements are based on reasonable
assumptions and there are a number of risks and uncertainties that could cause
actual results to differ materially from such forward-looking statements. When
considering forward-looking statements in this proxy statement, you should
keep
in mind the cautionary statements in the "Risk Factors" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
sections, and other sections of our periodic reports filed with the Securities
and Exchange Commission.
SECURITY
OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The
following table sets forth information as of September 28, 2007 regarding the
beneficial ownership of our common stock of:
|
•
|
|
each
person known to SYS to be the beneficial owner, within the meaning
of
Section 13(d) of the Securities Exchange Act of 1934, as amended
(the
“Exchange Act”), of more than 5% of the outstanding shares of common
stock;
|
|
•
|
|
each
executive officer of SYS named in the Summary Compensation Table
(see
“Executive Compensation”); and
|
|
•
|
|
all
current executive officers and directors of SYS as a
group.
|
The
information set forth below was obtained from our records and from information
furnished directly to SYS by each individual or entity. Unless
otherwise indicated, the address of each named beneficial owner is c/o SYS,
5050
Murphy Canyon Road, Suite 200, San Diego, California 92123.
Name
& Address of
Beneficial
Owner
|
Office,
If Any
|
Amount
& Nature
of
Beneficial
Ownership
1
|
Percent
of Class
2
|
Philip
P. Trahanas
|
Director
|
1,706,212
3
|
8.5%
|
Clifton
L. Cooke, Jr.
|
Director,
President, Chief Executive Officer
|
1,554,343
4
|
7.7%
|
AST
Capital Trust, Trustee to the SYS 401(k) Employee Stock Ownership
Plan
|
--
|
1,285,453
|
6.4%
|
John
R. Hicks
|
Director
|
392,213
5
|
2.0%
|
Thomas
A. Page
|
Director
|
314,910
6
|
1.6%
|
Edward
M. Lake
|
Chief
Financial Officer
|
276,777
7
|
1.4%
|
Charles
E. Vandeveer
|
Director
|
274,580
8
|
1.4%
|
Michael
W. Fink
|
Sr.
Vice President, Secretary
|
224,148
9
|
1.1%
|
Ben
Goodwin
|
Executive
Vice President, Sales and Marketing
|
222,085
10
|
1.1%
|
Kenneth
D. Regan
|
President,
Defense Solutions Group
|
168,599
11
|
0.8%
|
David
A. Derby
|
Director,
Chairman of the Board
|
162,011
12
|
0.8%
|
Alfred
M. Gray
|
Director
|
66,400
13
|
0.3%
|
Gail
K. Naughton
|
Director
|
36,100
14
|
0.2%
|
All
Directors and
Named
Executive Officers as a Group
|
--
|
5,398,378
15
|
25.9%
|
1
|
To
the best knowledge of SYS, 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 our common stock, except as set forth
herein. As of September 28, 2007, a total of 19,970,328 shares
of common stock are considered to be outstanding pursuant to SEC
Rule
13d-3(d)(1). As to each beneficial owner listed above, the
amount stated includes all shares beneficially owned, whether directly
and
indirectly, individually or together with associates, jointly or
as
community property with a spouse, as well as any shares as to which
beneficial ownership may be acquired within 60 days of September
28, 2007
by the exercise or conversion of options, warrants or convertible
notes.
|
2
|
As
of September 28, 2007, a total of 19,970,328 shares of common stock
have
been considered to be outstanding pursuant to SEC Rule
13d-3(d)(1). As to each beneficial owner listed above, any
shares of common stock acquirable upon exercise or conversion of
options,
warrants or convertible notes within 60 days of September 28, 2007
have
been included in determining their percent of
class.
|
3
|
Includes
1,412,386 shares owned by General Atlantic Partners 74, L.P. (“GAP LP”),
108,634 shares owned by GapStar, LLC (“GapStar”), 182,161 shares owned by
GAP Coinvestment Partners II, L.P. (“GAPCO II”) and 3,031 shares owned by
GAPCO GmbH & Co. KG (“GAPCO KG”). General Atlantic LLC (“GA
LLC”) is the general partner of GAP LP. GA LLC is also the sole
member of GapStar. The general partners of GAPCO II are also
Managing Directors of GA LLC. The general partner of GAPCO KG
is GAPCO Management GmbH (“Management GmbH”). The Managing
Directors of GA LLC make voting and investment decisions with respect
to
GAPCO KG and Management GmbH. GAP LP, GapStar, GAPCO II and
GAPCO KG became stockholders of the Company upon the consummation
of its
acquisition of Ai Metrix, Inc. Mr. Trahanas is a Managing
Director of GA LLC and a general partner of GAPCO II. GAP LP,
GapStar, GA LLC, GAPCO II, GAPCO KG and Management GmbH (the “GA Group”)
are a “group” within the meaning of Rule 13d-5 of the Securities Exchange
Act of 1934, as amended. Mr. Trahanas disclaims beneficial
ownership of the shares of common stock owned by GAP LP, GapStar,
GAPCO II
and GAPCO KG, except to the extent of his pecuniary interest
therein. The address of the GA Group (other than GAPCO KG and
Management GmbH) and Mr. Trahanas is c/o General Atlantic Service
Company,
LLC, 3 Pickwick Plaza, Greenwich, Connecticut 06830. The
address of GAPCO KG and GAPCO Management is c/o General Atlantic
GmbH, is
Koenigsallee 62, 40212 Duesseldorf,
Germany.
|
4
|
Includes
1) 50,000 shares acquirable upon exercise of options and (2) 69,440
shares
acquirable upon conversion of convertible
notes.
|
5
|
Includes
49,100 shares acquirable upon exercise
of options.
|
6
|
Includes
(1) 43,900 shares acquirable upon exercise of options and (2)
27,776 shares acquirable upon conversion of convertible
notes.
|
7
|
Includes
(1) 230,900 shares acquirable upon exercise of options and (2) 6,944
shares acquirable upon conversion of convertible
notes.
|
8
|
Includes
23,550 shares acquirable upon exercise of
options.
|
9
|
Includes
72,500 shares acquirable upon exercise of
options.
|
10
|
Includes
(1) 10,000 shares acquirable upon exercise of options and (2) 104,160
shares acquirable upon conversion of a convertible
note.
|
11
|
Includes
(1) 57,300 shares acquirable upon exercise of options and (2) 6,944
shares
acquirable upon conversion of convertible
notes.
|
12
|
Includes
48,700 shares acquirable upon exercise of
options.
|
13
|
Includes
43,900 shares acquirable upon exercise of
options.
|
14
|
Includes
36,100 shares acquirable upon exercise of
options.
|
15
|
Includes
881,214 shares acquirable upon exercise or conversion of options
or
convertible notes.
|
PROPOSAL
NO. 1
ELECTION
OF DIRECTORS
Directors
and Nominees
Seven
directors are to be elected at the Annual Meeting. Each director will
serve until the next annual meeting and until his or her successor has been
elected and has qualified. All of the nominees described in this
Proxy Statement are currently serving as members of the Board of
Directors. David Derby served as a director until his resignation on
October 26, 2007. SYS knows of no reason why the nominees set forth
below would not be available for election and would not be able to
serve. There is no arrangement between any director or
nominee and any other person pursuant to which such director or nominee was
or
is to be selected as a director or nominee.
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 seven nominees for
election as directors of SYS. 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.
Proxies
solicited by the Board of Directors cannot be voted for more than seven nominees
for directors.
The
table
immediately following contains pertinent information concerning the nominees
and
is followed by a brief biography of each nominee:
|
|
|
|
|
|
|
|
Clifton
L. Cooke, Jr.
|
59
|
Director,
President and Chief Executive Officer
|
November
20, 2001
|
|
|
|
|
General
Alfred M. Gray, USMC (Ret.)
|
79
|
Director
|
April
14, 2003
|
|
|
|
|
John
R. Hicks (1) (2)
|
61
|
Director
|
January
22, 2004
|
|
|
|
|
Gail
K. Naughton (1) (2)
|
51
|
Director
|
August
30, 2004
|
|
|
|
|
Thomas
A. Page (1)
|
74
|
Director
|
April
14, 2003
|
|
|
|
|
Philip
P. Trahanas (2)
|
36
|
Director
|
October
17, 2006
|
|
|
|
|
Charles
E. Vandeveer (1) (2)
|
66
|
Director
|
March
21, 1997
|
(1) Member
of our Audit Committee
(2) Member
of our Nominating and Compensation Committee
Biographical
Information about our Directors
Clifton
L. Cooke, Jr. has been a Director since November 2001. Mr. Cooke has been the
President and Chief Executive Officer of SYS since April 2003 having previously
served as President and Chief Operating Officer of SYS since January 2002.
From
2000 through 2002, Mr. Cooke was self-employed as an independent consultant.
From 1998 through 2000, Mr. Cooke was Executive Vice President of Titan
Corporation, a billion dollar diversified technology company. Mr. Cooke’s
principal responsibility at Titan was to maximize the commercial success of
Titan’s defense based technologies. In addition to his corporate
responsibilities, Mr. Cooke was the general manager and Chief Executive Officer
of the $170 million Titan Technologies Division. From 1988 to 1998, Mr. Cooke
was founder and Chief Executive Officer of VisiCom Laboratories, which grew
to
over $50 million in revenue. VisiCom provides embedded real time products and
services to its customers in industry and government. While at VisiCom,
Mr. Cooke was responsible for VisiCom’s acquisition of six small companies
that contributed significantly to VisiCom’s revenue growth. Prior to starting
VisiCom in 1988, Mr. Cooke was founder and Chief Executive Officer of Advanced
Digital Systems (“ADS”). ADS focused on providing engineering services for the
U.S. Department of Defense satellite programs. Mr. Cooke received his B.A.
degree in Applied Physics and Information Science from the University of
California, San Diego.
General
Alfred M. Gray, USMC (Ret.), has been a Director since April 2003 and has been
the Vice-Chairman of the Board of Directors since December 2005. In 1991,
General Alfred Gray retired from the U.S. Marine Corps after 41 years of
service. General Gray currently serves as a Senior Fellow and member of the
Board of Regents for the Potomac Institute.
From 1987 to
1991, General Gray served as a member of the Joint Chiefs of Staff and was
the
29th Commandant of the Marine Corps. He served as military advisor
to Presidents Reagan and Bush, Sr., the National Security Council and the
Secretary of Defense. From 1984 to 1987, General Gray was the
Commanding General, Fleet Marine Force, Atlantic, Fleet Marine Force Europe,
II
Marine Expeditionary Force and Marine Striking Forces Atlantic
(NATO). General Gray holds a B.S. from the State University of New
York. He also attended Lafayette College, the Marine Corps Command and Staff
College, Army War College and did graduate work at Syracuse University. General
Gray is the recipient of a Military Science degree from Norwich University
and a
Doctor of Strategic Intelligence degree from the Defense Intelligence
College.
John
R.
Hicks was elected to the Board of Directors in January 2004. Mr.
Hicks is President and Chief Executive Officer of JSH Investments, which he
founded in 1998. From 2001 to 2003, Mr. Hicks served on the advisory council
for
Teklynx Corporation a $40 million subsidiary of Brady Corporation a manufacturer
and converter of specialty labels and a systems integrator for the Auto ID
industry. During the period from 1980 to 1998, Mr. Hicks was the Founder and
President of CW Technologies, a software development company for laser and
thermal printing devices and Founder and Chief Executive Officer of Codewriter
Industries Inc. a manufacturer and developer of thermal printers for the Auto
ID
industry. From 1972 to 1980, Mr. Hicks was the Vice President of Sales and
New
Product development for CCR Corporation a POS distributor and developer. Mr.
Hicks received a B.S. degree in Business Administration from the University
of
Southern California with a minor in Computer Science.
Gail
K.
Naughton, Ph.D. was elected to the Board of Directors in August
2004. Dr. Naughton has been the Dean of the College of Business
Administration at San Diego State University since August 2002. Dr. Naughton
was
Vice Chairman of Advanced Tissue Sciences, Inc. (human-based tissue engineering)
from March 2002 to October 2002, President from August 2000 to March 2002,
President and Chief Operating Officer from 1995 to 2000 and co-founder and
director since inception in 1988. Dr. Naughton held professorships at City
University of New York, New York University Medical Center, Hunter College
and
York College. She is currently on the board of two private biotechnology
companies: Iken Therapeutics, Inc. and DermTech International (where she is
also
chairperson) and one public company, C.R. Bard, Inc. (NYSE “BCR”). Dr. Naughton
earned her Ph.D. in Basic Medical Sciences and her M.S. in histology from the
New York University Medical Center. She earned an executive MBA in 2001 from
the
Anderson School at the University of California, Los Angeles.
Thomas
A.
Page has been a Director since April 2003. Mr. Page is the former
Chairman of the Board of Directors of Enova Corporation and San Diego Gas &
Electric Company (SDG&E). Mr. Page joined SDG&E in 1978 as Executive
Vice President and Chief Operating Officer. In 1981 he was elected President
and
Chief Executive Officer of SDG&E and elected Chairman in 1983. He held one
or more of these positions until his retirement in 1998. Prior to joining
SDG&E, Mr. Page held executive positions at Gulf States Utilities in
Beaumont, Texas and Wisconsin Power and Light in Madison,
Wisconsin. Mr. Page earned his B.S. degree in Civil Engineering and
his Masters in Industrial Administration from Purdue University, where he was
awarded a Doctorate in Management in 1994. He has been licensed as a
Certified Public Accountant and Professional Engineer. Mr. Page is a director
of
Surge Global Energy, Multicell Technologies, and an Advisory Director of
Sorrento Ventures, a venture capital firm.
Philip
P.
Trahanas has been a Director since October 17, 2006. Philip Trahanas
is a Managing Director of General Atlantic LLC, a global private equity firm
providing capital for growth companies driven by information technology or
intellectual property. Mr. Trahanas has a combination of experience in
operating, investment banking and private equity roles. Mr. Trahanas is
currently responsible for the Firm’s investment activities in the embedded
systems and communications sectors and is a member of the Firm’s Investment
Committee. Mr. Trahanas is also a director of A-Max Technology Ltd. and
PowerDsine Ltd. Mr. Trahanas joined General Atlantic in 2000 from Morgan
Stanley. During his tenure within Morgan Stanley's Investment Banking division,
Mr. Trahanas worked on the High Technology Corporate Finance team, was a Merger
and Acquisition specialist and was a member of the division's operating
management team. Prior to joining Morgan Stanley, Mr. Trahanas was an electrical
engineer at General Electric, where he specialized in communications equipment
and semiconductor design. Mr. Trahanas holds a B.E. in Electrical Engineering
from the Cooper Union for the Advancement of Science and Art. He attended the
University of Pennsylvania for his advanced studies and received an MBA from
the
Wharton School, where he graduated as a Palmer Scholar, and an M.S. in
Engineering from the Moore School of Engineering.
Charles
E. Vandeveer has been a Director since March 1997. Mr. Vandeveer has held
various management, supervisory, administrative and project positions since
he
joined SYS in 1987 and was most recently a Senior Vice President,
Enterprise Solutions Division before his retirement from SYS on December 16,
2005. 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
SYS and has put it to work expanding our presence in the Oxnard, California
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.
Under
California law, in any election of directors, those candidates receiving the
highest number of affirmative votes of the shares entitled to be voted, up
to
the number of directors to be elected, are elected. Votes against a
director and votes withheld have no legal effect.
The
Nominating Committee recommended to the Board, and the Board approved, the
nomination of the following seven (7) persons, Clifton L. Cooke, Jr., General
Alfred M. Gray, USMC (Ret.), John R. Hicks, Gail K. Naughton, Ph.D., Thomas
A.
Page, Philip P. Trahanas and Charles E. Vandeveer, for election at the Annual
Meeting to serve a one-year term expiring at the annual meeting in 2008 and
until their respective successors are elected and have qualified.
The
Board Unanimously Recommends that the Stockholders Vote FOR Each of the Seven
(7) Director Nominees.
Board
Committees and Board Meetings
The
Board
of Directors held ten (10) regularly scheduled and special meetings during
fiscal year 2007. A quorum was reached at each of these meetings.
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 of Directors. Each director of SYS during
fiscal year 2007 attended at least 75% of the aggregate of (i) the total
number of Board of Director meetings and (ii) the total number of meetings
held by all committees of the Board of Directors on which such director served
during fiscal year 2007.
Audit
Committee
SYS
has
an Audit Committee established in accordance with Section 3(a)(58)(A) of
the Securities Exchange Act of 1934, as amended, comprised of: David A.
Derby, John R. Hicks, Thomas A. Page and Charles E. Vandeveer through
October 26, 2007. Upon Mr. Derby’s resignation on October 26, 2007,
Dr. Naughton was elected to the Audit Committee. Each member of the
Audit Committee is independent as defined under the applicable rules of the
SEC
and the American Stock Exchange (AMEX) with the exception of Mr. Vandeveer,
who
will become independent on December 16, 2008. The Board determined that Mr.
Vandeveer’s membership on this Committee is in the best interest of the Company
and its shareholders given his experience in government contracting. Mr.
Vandeveer will be ineligible to remain on this Committee after his term expires
in December 2007, and may return to the Committee after December 2008. The
Audit
Committee met five (5) times during the fiscal year ended June 30,
2007.
The
Board
has affirmatively determined that each of the current members of the Audit
Committee are “financially sophisticated” under the definition contained in the
American Stock Exchange Company Guide, and that Mr. Page has all the necessary
attributes to be an “audit committee financial expert” as defined under Item
401(h) of Regulation S-K and independent as that term used in Item 7(d)(3)(iv)
of Schedule 14A under the Securities Exchange Act of 1934, as amended.
Stockholders should understand that this designation does not impose upon Mr.
Page any duties, obligations or liability that are greater than what are
generally imposed on him as a member of the Audit Committee and the Board,
and
his designation as an “audit committee financial expert” pursuant to this SEC
requirement does not affect the duties, obligations or liability or any other
member of the Audit Committee of the Board.
The
Board
of Directors has adopted a written charter for the Audit Committee, which
established operating guidelines for the Audit Committee. This
charter was previously included as an appendix to our proxy statement filed
with
the SEC on October 18, 2004. A copy of the charter is available on
our website –
www.systechnologies.com
under corporate
governance.
The
Audit
Committee charter is evaluated at least on an annual basis. Based on its current
charter, the Audit Committee’s responsibilities include, among other
things:
·
|
Is
directly and solely responsible for the appointment, compensation,
retention, and as necessary, the termination of our independent registered
public accounting firm;
|
·
|
Oversees
the audit activities of our independent registered public accounting
firm
with such independent registered public accounting firm reporting
directly
to the Committee;
|
·
|
Reviews
and discusses with our independent registered public accounting firm,
the
scope, results and integrity of our annual audit and financial statements
and our compliance with legal and regulatory
requirements;
|
·
|
Consults
with our independent registered public accounting firm to ensure
rotation
of the lead audit partner at least every five years and the timing
of such
rotation;
|
·
|
Oversees
the independence of our independent registered public accounting
firm;
|
·
|
Evaluates
our independent registered public accounting firms' performance;
and
reviews and considers our independent registered public accounting
firm's
comments as to controls, adequacy of staff and management performance
and
procedures in connection with audit and financial
controls;
|
·
|
Determines
procedures for the receipt, retention and treatment of complaints
received
by the Corporation regarding accounting, internal accounting controls
or
auditing items;
|
·
|
Determines
procedures for the confidential, anonymous submission by employees
of the
Corporation of concerns regarding questionable accounting or auditing
matters; and
|
·
|
Reviews
compliance with certain corporate policies and discharges such other
duties as may from time to time be assigned to it by the Board of
Directors.
|
In
addition, the Audit Committee has the authority to obtain advice and assistance
from, and receive adequate funding from SYS to engage, independent advisors,
including independent counsel and any registered public accounting firm, as
the
Audit Committee deems necessary to fulfill its obligations.
The
Audit
Committee has prepared a report, a copy of which is set forth below under “Audit
Committee Report”.
Nominating
& Compensation Committee
The
Nominating & Compensation Committee is comprised of the following board
members: John R. Hicks, Gail K. Naughton, Philip P. Trahanas and Charles E.
Vandeveer. Each member of the Nominating & Compensation Committee is
independent as defined under the applicable rules of the SEC and AMEX with
the
exception of Mr. Vandeveer. During the fiscal year ended June 30, 2007, the
Nominating & Compensation Committee held a total of six (6) meetings. Our
Board of Directors has adopted a charter for the Nominating & Compensation
Committee, a copy of which is available on our website –
www.systechnologies.com
under Corporate Governance.
The
purposes of the Nominating & Compensation Committee are twofold. The first
is to discharge, or assist the Board of Directors in discharging, all of the
duties of the Board of Directors related to executive and director compensation
in a manner that aligns executive officer and director compensation, and our
incentive programs, with the business objectives SYS and the long term interests
of its stockholders. The second is to review and nominate new director
candidates who appear appropriately qualified and motivated to serve SYS, as
well as review the performance of existing directors. In addition, the Committee
served as the Corporate Governance Committee during FY 2007.
In
fulfilling its responsibilities, the Nominating & Compensation
Committee will consider nominees for the Board of Directors recommended by
our
stockholders. Stockholders desiring to recommend nominees must submit
proposals to our Corporate Secretary in accordance with established procedures
set forth in the section entitled, “Stockholders’ Communications with the Board”
below. The Nominating & Compensation Committee has a policy with
respect to director candidates that applies whether the recommendations are
made
by stockholders or the Committee. Certain qualifications and
considerations that the Nominating & Compensation Committee takes into
account include whether candidates possess such attributes and experience as
are
necessary to provide a broad range of characteristics, including diversity,
management skills, and financial, technological and business experience, as
well
as whether such candidates are able to commit the requisite time for preparation
and attendance at regularly scheduled meetings and to participate in other
matters necessary for good corporate governance.
Under
its
charter, with respect to compensation matters, the Nominating & Compensation
Committee:
·
|
Takes
any and all action with respect to fixing the compensation level
of
Executive Officers of SYS, including the compensation of our Chief
Executive Officer;
|
·
|
Develops
and implements compensation policies that will clearly articulate
the
relationship of corporate performance to executive compensation and
will
attract and retain high quality
executives;
|
·
|
Grants
rights and interests, and sets participation guidelines in compensation
plans to eligible participants;
|
·
|
Reviews
and approves other such compensation matters referred to the Committee
by
the Board of Directors or the Chief Executive
Officer;
|
·
|
Prepares
a report to be filed with the Proxy Statement or Information Statement
disclosing the compensation policies of SYS applicable to our Executive
Officers; and
|
·
|
Reports
from time to time to the Board of Directors on the Committee's
actions.
|
The
Nominating & Compensation Committee recommended to the Board of Directors
each of the director nominees discussed in Proposal 1, each of whom is an
incumbent board member. During FY 2007 the Committee in its role as the
Corporate Governance Committee monitored various changes in practice and
regulations affecting Board and Company practices. In conjunction
with the Company’s Chief Financial Officer and Secretary, the Committee
recommended various Director education programs to the Board and suggested
that
various practices be observed and policies developed, including stock ownership
guidelines for Company officers and directors.
Corporate
Governance
The
Board
has determined affirmatively that Messrs. Derby, Gray, Hicks, Page and Trahanas
and Dr. Naughton are “independent” under the standards and rules of the American
Stock Exchange and the SEC. The definition of “independence” under the AMEX
Company Guide includes a series of objective tests, such as that the director
is
not an employee of SYS and has not engaged in various types of business dealings
with SYS. In addition, as further required by AMEX, the Board has made a
subjective determination as to each independent director that no relationships
exist which, in the opinion of the Board, would interfere with the exercise
of
independent judgment in carrying out the responsibilities of a
director.
During FY 2007, our independent directors met
three (3) times in executive session in the absence of management.
Code
of Conduct and Ethics
Our
Board of Directors has adopted a
Code of Ethics that applies to all of our directors, officers and employees.
The
Code of Ethics is available for review on our website at
www.systechnologies.com
;
the Code of Ethics is also available
in print, without charge, to any stockholder who requests a copy by writing
to
us at SYS, 5050 Murphy Canyon Road, Suite 200, San Diego, California, 92123,
Attention: Investor Relations. Each of our directors, officers, including our
Chief Executive Officer, Chief Financial Officer and Corporate Controller,
and
all of our other principal executive officers and employees are required to
be
familiar with the Code of Ethics. There have not been any waivers of the Code
of
Ethics relating to any of our executive officers or directors in the past
year.
SYS
encourages stockholders to communicate with members of its Board of Directors.
Stockholders wishing to communicate with directors, including to recommend
candidates for election to the Board of Directors, may send communications
to
our office to the attention of the Corporate Secretary at 5050 Murphy
Canyon Road, Suite 200, San Diego, California 92123. All communications will
be
provided directly to the Board of Directors.
Although
SYS encourages all of its directors to attend its annual meetings of
stockholders, it has not established any written policy with regard to
individual director attendance at such annual meetings. All of our incumbent
directors who were our directors last year attended the prior year’s annual
meeting with the exception of Mr. Trahanas.
Compensation
of Directors
Directors
who are not our employees receive the following fees for their
services.
·
|
Chairman
of the Board: $15,000 annually in cash paid on a monthly
basis;
|
·
|
Vice
Chairman of the Board: $5,000 annually in cash paid on a monthly
basis;
|
·
|
Committee
Chairman: $10,000 annually in cash paid on a monthly
basis;
|
·
|
Board
Membership: (i) $15,000 annually in cash paid on a monthly basis
and (ii)
6,000 stock options annually, issued on a quarterly basis, priced
as of
the closing price for the last day of each quarter, fully vesting
after
one year and expiring after two
years;
|
·
|
Committee
members: $5,000 annually in cash paid on a monthly
basis.
|
During
the year ended June 30, 2007, the Board of Directors granted 42,000 stock
options to eight outside directors exercisable at various prices per
share.
The
following table sets forth information regarding the compensation received
by
each of our directors during the fiscal year ended June 30, 2007, with the
exception of Mr. Cooke, who is a named executive officer and therefore is listed
in the officers’ summary compensation table.
DIRECTOR
COMPENSATION
|
Name
|
Fees
Earned or paid in cash ($)
|
Stock
Awards ($)
|
Option
Awards ($)
|
Non-Equity
Incentive Plan Compensation ($)
|
Change
in Pension Value and Nonqualified Deferred Compensation
Earnings ($)
|
All
Other Compensation ($)
|
Total ($)
|
John
M. Burns
|
12,500
|
--
|
--
|
--
|
--
|
--
|
12,500
|
David
A. Derby
|
45,000
|
--
|
6,500
|
--
|
--
|
--
|
51,500
|
General
Al Gray, USMC (Ret.)
|
30,000
|
--
|
6,000
|
--
|
--
|
--
|
36,000
|
John
R. Hicks
|
30,000
|
--
|
5,500
|
--
|
--
|
--
|
35,500
|
Gail
K. Naughton
|
27,500
|
--
|
5,500
|
--
|
--
|
--
|
33,000
|
Thomas
A. Page
|
25,000
|
--
|
6,000
|
--
|
--
|
--
|
31,000
|
Philip
P. Trahanas
|
11,700
|
--
|
800
|
--
|
--
|
--
|
12,500
|
Charles
E. Vandeveer
|
25,000
|
--
|
4,600
|
--
|
--
|
--
|
29,600
|
Executive
Officers
The
following table sets forth pertinent information concerning the persons who
are
the current executive officers (who are not directors) of SYS:
|
|
|
Michael
W. Fink
|
50
|
Secretary,
Senior Vice President
|
Ben
Goodwin
|
67
|
Executive
Vice President, Sales and Marketing
|
Edward
M. Lake
|
53
|
Chief
Financial Officer and Executive Vice
President
|
Michael
W. Fink is Senior Vice President, Finance and Contracts. Mr. Fink joined
SYS in July 1995. He has been the Corporate Secretary since January
1999. He was the acting Chief Financial Officer from January 2002
through August 2003. He is responsible for the contract and contract
administration functions of SYS in addition to his responsibilities as Corporate
Secretary. He previously held various executive positions at San Diego Aircraft
Engineering, Inc. (“SANDAIRE”), an engineering firm specializing in the
aerospace and defense industries. Some of SANDAIRE’s major customers include the
U.S. Navy, NASA, Lockheed, McDonnell Douglas, Tracor Aviation, Teledyne
Ryan Aeronautical and Westinghouse. Mr. Fink received a B.S. degree in Business
Administration (Accounting) from San Diego State University, where he has also
attended graduate school where he studied mechanical engineering.
Ben
Goodwin is Senior Vice President of Sales and Marketing and President of the
Public Safety, Security and Industrial Products Group.
Mr.
Goodwin joined SYS in July 2005. Mr. Goodwin has held a variety of executive
management positions in his career. From 2004 to 2005, Mr. Goodwin was Chief
Operating Officer and VP of Sales for Aonix, a developer of software product
solutions for the aerospace, telecommunications, and transportation industries.
Mr. Goodwin had previously served as Chief Executive Officer of Aonix from
1996
to 2000. From 2000 to 2002, Mr. Goodwin was Executive Vice President of Sales
& Marketing for FinanCenter, a developer of financial decision tools, and
Chairman of the Board for Template Graphics Solutions, a provider of 3D graphics
tools. From 1976 to 1996, Mr. Goodwin was the President and COO of Thomson
Software Products and President and Chief Executive Officer, of SofTech
Microsystems. In these capacities, Mr. Goodwin was responsible for the
successful completion of an IPO, private placements and a merger in addition
to
significant revenue growth within the companies. Mr. Goodwin has a B.S. in
Psychology from Millsaps College.
Edward
M.
Lake is Chief Financial Officer and Executive Vice President. Mr. Lake joined
SYS in August 2003. From 2002 to 2003, Mr. Lake was Chief Financial
Officer/Chief Operating Officer for WIDCOMM, a leading software provider of
Bluetooth short-range wireless connectivity solutions. From 2001 to
2002, Mr. Lake had a financial consulting practice representing clients in
the
software, telecommunications and biotechnology industries. From
December 1999 to April 2001, Mr. Lake was Senior Vice President/Chief Financial
Officer for Cayenta Inc., a $70 million commercial subsidiary of the Titan
Corporation (NYSE:TTN), a billion dollar defense company, providing enterprise
software products, systems integration, application hosting and managed
services. Prior to 1999, Mr. Lake served as Chief Financial Officer
for various technology companies including Executive Vice President/Chief
Financial Officer and Secretary for Optimay Corporation, a mobile
telecommunications software company, which was acquired by Lucent Technologies
in 1998, Executive Vice President/Chief Financial Officer and Secretary for
Intelligent Surgical Lasers, Inc., a development stage medical laser company
during which time it completed an initial public offering and Vice
President/Chief Financial Officer for Telesoft, an international software
development company. Mr. Lake received his B.S. in Business
Administration (Accounting) from San Diego State University, started his
financial career with Coopers & Lybrand and is a CPA.
Kenneth
D. Regan resigned as an officer of SYS effective June 30, 2007 with a planned
retirement date of later in 2007.
Executive
Compensation
The
following table sets forth for each of the named executive officers: (i) the
dollar value of salary and bonus earned during the year ended June 30, 2007;
(ii) the aggregate grant date fair value of stock and option awards granted
during the year, computed in accordance with SFAS 123(R); (iii) the dollar
value
of earnings for services pursuant to awards granted during the year under
non-equity incentive plans; (iv) the change in pension value and non-qualified
deferred compensation earnings during the year; (v) all other compensation
for
the year, and (vi) the dollar value of total compensation for the
year.
SUMM
ARY
C
OM
PENSATION
TABLE
|
Name
and Principal Position
|
Fiscal
Year
|
Salary ($)
|
Bonus ($)
|
Stock
Awards ($)
|
Option
Awards ($)
|
Non-Equity
Incentive Plan Compen-sation ($)
|
Change
in Pension Value and Nonquali-fied Deferred Compensa-tion Earnings
($)
|
All
Other Compen-sation ($)
|
Total
($)
|
|
|
|
|
|
|
|
|
|
|
Clifton
L. Cooke, Jr.
|
2007
|
261,267
|
7,500
|
--
|
--
|
--
|
--
|
--
|
268,767
|
President
and
CEO
|
2006
|
253,439
|
--
|
--
|
--
|
--
|
--
|
--
|
253,439
|
|
2005
|
225,774
|
79,000
|
--
|
--
|
--
|
--
|
--
|
304,774
|
|
|
|
|
|
|
|
|
|
|
Edward
M. Lake
|
2007
|
224,420
|
7,500
|
--
|
27,700
|
--
|
--
|
--
|
259,620
|
CFO
|
2006
|
209,343
|
--
|
--
|
53,000
|
--
|
--
|
--
|
262,343
|
|
2005
|
190,931
|
40,500
|
--
|
--
|
--
|
--
|
--
|
231,431
|
|
|
|
|
|
|
|
|
|
|
Michael
W. Fink
|
2007
|
165,006
|
5,000
|
--
|
6,500
|
--
|
--
|
9,520
1
|
186,026
|
Secretary
and Sr.
Vice
|
2006
|
164,506
|
--
|
--
|
6,800
|
--
|
--
|
--
|
171,306
|
President
|
2005
|
152,000
|
26,100
|
--
|
--
|
--
|
--
|
--
|
178,100
|
|
|
|
|
|
|
|
|
|
|
Ben
Goodwin
|
2007
|
199,436
|
5,000
|
--
|
4,200
|
--
|
--
|
--
|
208,636
|
President,
PSSIG
|
2006
|
163,866
|
--
|
--
|
3,900
|
--
|
--
|
--
|
167,766
|
|
|
|
|
|
|
|
|
|
|
Kenneth
D. Regan
|
2007
|
206,181
|
20,000
|
--
|
13,600
|
--
|
--
|
--
|
239,781
|
President,
DSG
|
2006
|
209,056
|
--
|
--
|
12,000
|
--
|
--
|
--
|
221,056
|
|
2005
|
179,642
|
40,500
|
--
|
--
|
--
|
--
|
--
|
220,142
|
(1)
|
Amount
shown is accrued personal leave that was exchanged for
cash.
|
(2)
|
The
bonus amounts shown in 2005 were previously incorrectly shown in
2006. Although the bonuses were paid in 2006, they were earned
in 2005.
|
Grants
of Plan-Based Awards
The
following table sets forth information regarding all incentive plan awards
that
were made to the named executive officers during 2007, including incentive
plan
awards (equity based and non-equity based) and other plan based
awards. Disclosure on a separate line item is provided for each grant
of an award made to a named executive officer during the year. The
information supplements the dollar value disclosure of stock, option and
non-stock awards in the Summary Compensation Table by providing additional
details about such awards. Equity incentive based awards are subject
to a performance condition or a market condition as those terms are defined
by
SFAS 123(R). Non-equity incentive plan awards are awards that are not
subject to SFAS 123(R) and are intended to serve as an incentive for performance
to occur over a specified period..
GRANTS
OF PLAN-BASED AWARDS
|
|
|
Estimated
Future Payouts Under Non-Equity Incentive Plan Awards
|
Estimated
Future Payouts Under Equity Incentive Plan Awards
|
All
Other Stock Awards: Number of Shares of Stock or Units (#)
|
All
Other Option Awards: Number of Securities Underlying Options
(#)
|
Exercise
or Base Price of Option Awards ($/Sh)
|
Grant
Date Fair Value of Stock and Option Awards
|
Name
|
Grant Date
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Cooke
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
Lake
|
8/2/2006
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
40,000
1
|
2.41
|
--
|
Fink
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
Goodwin
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
Regan
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
(1)
|
These
options vest on a 20/20/30/30 percent basis over four years and expire
five years from the date of grant.
|
Outstanding
Equity Awards at Fiscal Year-End
The
following table sets forth information on outstanding option and stock awards
held by the named executive officers at June 30, 2007, including the number
of
shares underlying both exercisable and unexercisable portions of each stock
option as well as the exercise price and expiration date of each outstanding
option.
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END
|
|
Option
Awards
|
Stock
Awards
|
Name
|
Number of
Securities Underlying Unexercised Options (#)
Exercisable
|
Number of Securities
Underlying Unexercised Options (#) Unexercisable
|
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised
Unearned Options (#)
|
Option
Exercise Price ($)
|
Option
Expiration Date
|
Number
of Shares or Units of Stock That Have Not
Vested (#)
|
Market
Value of Shares or Units of Stock That Have Not
Vested ($)
|
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other
Rights
That Have Not Vested (#)
|
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares,
Units or
Other Rights That Have Not Vested ($)
|
Cooke
|
50,000
|
--
|
--
|
2.81
|
3/30/2010
|
--
|
--
|
--
|
--
|
Lake
|
100,000
|
--
|
--
|
2.05
|
8/4/2008
|
--
|
--
|
--
|
--
|
|
40,000
|
--
|
--
|
2.00
|
1/22/2009
|
--
|
--
|
--
|
--
|
|
18,800
|
28,200
|
--
|
2.70
|
9/24/2009
|
--
|
--
|
--
|
--
|
|
50,000
|
--
|
--
|
2.55
|
3/30/2010
|
--
|
--
|
--
|
--
|
|
8,000
|
32,000
|
--
|
2.41
|
8/2/2011
|
--
|
--
|
--
|
--
|
Fink
|
3,000
|
--
|
--
|
1.25
|
8/28/2007
|
--
|
--
|
--
|
--
|
|
3,500
|
1,500
|
--
|
1.75
|
7/1/2008
|
--
|
--
|
--
|
--
|
|
17,500
|
7,500
|
--
|
2.25
|
3/30/2009
|
--
|
--
|
--
|
--
|
|
50,000
|
--
|
--
|
2.55
|
3/30/2010
|
--
|
--
|
--
|
--
|
Goodwin
|
10,000
|
15,000
|
--
|
2.79
|
7/25/2010
|
--
|
--
|
--
|
--
|
Regan
|
--
|
2,250
|
--
|
1.75
|
7/1/2008
|
--
|
--
|
--
|
--
|
|
11,550
|
4,950
|
--
|
2.25
|
3/30/2009
|
--
|
--
|
--
|
--
|
|
10,000
|
15,000
|
--
|
2.70
|
9/24/2009
|
--
|
--
|
--
|
--
|
|
26,000
|
--
|
--
|
2.55
|
3/30/2010
|
--
|
--
|
--
|
--
|
Option
Exercises and Stock Vested
The
following table sets forth information on stock options exercised and vesting
of
stock awards by the named executive officers for the fiscal year ended June
30,
2007.
|
|
|
|
|
|
|
|
|
|
|
Option
Awards
|
|
Stock
Awards
|
Name
|
|
Number
of Shares Acquired on Exercise (#)
|
|
Value
Realized on Exercise ($)
|
|
Number
of Shares Acquired on Exercise (#)
|
|
Value
Realized on Exercise ($)
|
Clifton
L. Cooke, Jr.
|
|
--
|
|
--
|
|
--
|
|
--
|
Michael
W. Fink
|
|
--
|
|
--
|
|
--
|
|
--
|
Ben
Goodwin
|
|
--
|
|
--
|
|
--
|
|
--
|
Edward
M. Lake
|
|
--
|
|
--
|
|
--
|
|
--
|
Kenneth
D. Regan
|
|
11,250
|
|
10,200
|
|
--
|
|
--
|
Pension
Benefits
We
do not sponsor any qualified or
non-qualified defined benefit plans.
Nonqualified
Defined Contribution and Other Nonqualified Deferred Compensation
Plans
We
do not maintain any nonqualified
defined contribution or deferred compensation plans. We do sponsor a
tax qualified defined contribution 401(k) savings plan.
Employment
Agreements, Termination of Employment and Change of Control
Arrangements
SYS
has executed employment agreements
with officers Cooke, Fink, Goodwin, and Lake. These agreements
provide for a base salary that is subject to annual review, an annual bonus
pursuant to a bonus plan approved by the Board of Directors, certain fringe
benefits and they automatically renew each year unless terminated. If
their employment is terminated for any reason other than for cause or their
resignation, each will be entitled to receive his base salary and certain fringe
benefits during the severance period and acceleration of stock options.
The agreements for Cooke, Fink, Goodwin, and Lake were submitted as exhibits
to
our report on Form 10-Q for the quarter ended September 30, 2006.
The
table
below presents each executive officer’s current salary and the number of
payments in months that would be owed in the event of termination or upon change
in control:
Officer
|
|
Expiration
Date
|
|
Base
Salary
|
|
Termination
(in
months)
|
|
Change
in Control
(in
months)
|
|
|
|
|
|
|
|
|
|
Cooke
|
|
June
30, 2008
|
|
$291,500
|
|
18
|
|
24
|
Fink
|
|
June
30, 2008
|
|
$175,000
|
|
12
|
|
18
|
Lake
|
|
June
30, 2008
|
|
$238,500
|
|
18
|
|
24
|
Goodwin
|
|
June
30, 2008
|
|
$200,000
|
|
12
|
|
18
|
NOMINATING
& COMPENSATION COMMITTEE REPORT ON EXECUTIVE
COMPENSATION
Three
of the four
members
of our Nominating & Compensation Committee are independent, as determined by
our Board of Directors. The Nominating and Compensation Committee members are
named in the first paragraph under Nominating and Compensation Committee on
page
10. The responsibility of the Nominating & Compensation Committee is to
administer our executive compensation programs, to monitor corporate performance
and its relationship to compensation of Executive Officers and to make
appropriate recommendations concerning matters of executive compensation. In
addition the Committee serves as the Nominating Committee for
SYS. This report sets forth the major components of executive
compensation and the basis by which fiscal year 2007 compensation determinations
were made with respect to the executive officers of SYS.
Compensation
Discussion and Analysis
Compensation
Policy and Guidelines
We
believe that the quality, skills and dedication of our senior executive officers
are critical factors affecting the long-term value of SYS. Our key compensation
goals are to align executive compensation with our long-term business objectives
and performance, to enable SYS to attract and retain high-quality executive
officers and employees who will contribute to the long-term success of SYS
and
to reward such executive officers and employees for their successful efforts
in
attaining objectives beneficial to the growth and profitability of
SYS.
In
order
to achieve our goals, the Nominating & Compensation Committee has developed
the following principles that serve as guidance for compensation decisions
for
all employees: (i) to attract and retain the most highly qualified management
and employee team, (ii) to pay competitively with prevailing industry standards,
(iii) to emphasize sustained performance by aligning monetary rewards with
stockholder interests, (iv) to emphasize performance-related contributions
as
the basis of pay decisions, and (v) to provide incentive bonus awards for
management based upon attaining revenue and profitability goals. To implement
these policies, the Nominating & Compensation Committee has worked with
management to design a compensation program consisting of base salary, an annual
incentive bonus plan, stock options and other employment benefits.
Compensation
Program Elements
Our
compensation levels and benefits are reviewed on an annual basis to determine
whether they are competitive and reasonable in light of the overall performance
of SYS and our ability to attract and retain talented Executive Officers. Our
focus is on growth and profitability.
Base
Salary
. Salary levels are primarily determined by the Nominating &
Compensation Committee in consideration of the job position of the individual
executive and the prevailing industry standards for similar executives of
similar companies. To determine base salaries the Committee uses published
industry reports and surveys on executive compensation as well as independent
third party expert assistance from time to time. Our business consists of both
information technology and engineering services. SYS therefore compares itself
for this purpose with other small public technology service providers and/or
government contracting firms that are primarily in the business of providing
information technology or engineering services to the government. The Nominating
& Compensation Committee has not evaluated corporate performance of these
firms other than to develop a general sense that they are peer companies.
Periodic increases in base salary relate to changes in the individual’s
responsibilities and overall contributions to SYS. The base salaries paid to
the
five most highly compensated officers for the past three years are set forth
in
the “Executive Compensation—Summary Compensation Table.”
Bonus
and Incentive Programs
. Our Executive Officers and operating managers
participate in an incentive compensation program which awards both cash and
stock options based on meeting objectives.
Cash
Bonuses.
Cash bonuses of specific amounts are based on attaining or
exceeding specific revenue and profitability targets established at the
beginning of each fiscal year. These targets may include revenue, new business,
divisional Earnings Before Interest, Taxes, Depreciation and Amortization
(EBITDA), or corporate EBITDA. Underachievement of the target may generate
a
lesser or no bonus, and overachievement of the target may generate a greater
bonus.
Executive
officers may be entitled to additional cash bonuses from time to time based
upon
performance at the discretion of the Nominating & Compensation Committee
and, in some cases, the Chief Executive Officer. The cash bonuses paid to the
five most highly compensated executive officers for the past three years are
set
forth in the “Executive Compensation—Summary Compensation Table.”
Stock
Options
. SYS believes the compensation program should provide employees
with an opportunity to increase their ownership and potentially gain financially
from our stock price increases based on meeting or exceeding objectives. By
this
approach, the interests of stockholders, executives and employees are closely
aligned. Through our 2003 Stock Option Plan, executives and employees are
eligible to receive stock options, giving them the right to purchase shares
of
common stock of SYS at a specified price in the future. Awards are made at
market price at the time of the grant.
In
considering the award of stock options, management and the Nominating &
Compensation Committee consider several factors: individual performance versus
assigned objectives, profit contribution, criticality of the individual to
the
future success of SYS, and overall contribution to our success. Management
recommends option grants to the Nominating & Compensation Committee and the
Nominating & Compensation Committee revises and approves the final grants.
As part of the process, the Nominating & Compensation Committee also reviews
the current stock and option holdings of the nominees, their total compensation
and the history of option grants to each individual under consideration and
has
also accelerated the vesting of certain executive officers’
options. The Nominating & Compensation may approve a pool of
options that can be distributed at the discretion of management; executive
officers are not eligible to receive options from this pool.
Severance
Compensation
. To retain highly qualified executives, SYS from time to time
enters into severance agreements with certain of its employees. The
determination of whether SYS would benefit from a severance agreement with
a
particular employee is subjective, based upon such officer’s experience and/or
value to SYS.
Other
Benefits
. Our philosophy is to provide adequate health and welfare oriented
benefits to executives and employees, but to maintain a highly conservative
posture relative to executive benefits.
Fiscal
Year 2007 Compensation for the Chief Executive Officer
During
the 2007 fiscal year, Mr. Cooke was paid an annual base salary of $261,267
and
received a $7,500 bonus based upon our performance against annual budgetary
targets established by the Board. Mr. Cooke was eligible for the
bonus because SYS had achieved certain specified targets established by the
Nominating & Compensation Committee for fiscal year 2007.
Summary
The
Nominating and Compensation Committee has reviewed and discussed the Company’s
Compensation Discussion and Analysis with management. Based upon such review
and
discussions, the Committee has recommended to the Board of Directors that the
Company’s Compensation Discussion and Analysis be included in this proxy
statement and incorporated by reference in the Company’s Annual Report on Form
10-K for the fiscal year ended June 30, 2007. The Nominating &
Compensation Committee believes the total compensation program for executives
of
SYS, including the Chief Executive Officer, is appropriate and competitive
with
the total compensation programs provided by similar companies in the industry
with which SYS competes. The Nominating & Compensation Committee believes
its compensation practices are directly tied to stockholder returns and linked
to the achievement of annual and longer-term financial and operating results
of
SYS on behalf of our stockholders.
Submitted
by the Nominating & Compensation Committee
John
R.
Hicks
Gail
K.
Naughton (Chair)
Philip
P.
Trahanas
Charles
E. Vandeveer
None
of
the members of the Nominating & Compensation Committee during the fiscal
year ended June 30, 2007 was, during such year or prior thereto, an officer
or
employee of SYS or any of its subsidiaries, with the exception of Mr. Vandeveer
who was an employee and officer of SYS before his retirement on December 16,
2005. During fiscal 2007, no executive officer of SYS served as a director
or
member of the compensation committee (or other board committee performing
similar functions, or in the absence of such committee, the entire board of
directors) of another entity, one of whose executive officers served as a
director or member of the Nominating & Compensation Committee of
SYS.
AUDIT
COMMITTEE REPORT
THE
FOLLOWING REPORT OF THE AUDIT COMMITTEE SHALL NOT BE DEEMED TO BE SOLICITING
MATERIAL OR TO BE FILED WITH THE SEC UNDER THE SECURITIES ACT OF 1933 OR THE
SECURITIES EXCHANGE ACT OF 1934 OR INCORPORATED BY REFERENCE IN ANY DOCUMENT
SO
FILED.
The
Audit
Committee has reviewed and discussed our audited financial statements with
SYS
management and has discussed certain required matters with our independent
auditors, in accordance with Statement of Auditing Standards No.
61.
Our
independent auditors also provided written documentation to the Audit Committee,
describing all relationships between the auditors and SYS that might bear on
the
auditors’ independence as required by Independence Standards Board Standard No.
1. The Audit Committee discussed with the auditors any relationships
that may impact their objectivity and independence and satisfied itself as
to
the auditors’ independence.
Based
on
the above-mentioned reviews and discussions with management and the independent
auditors, the Audit Committee recommended to the Board of Directors that our
audited financial statements be included in our Annual Report on Form 10-K
for
the fiscal year ended June 30, 2007 for filing with the SEC. The
Audit Committee also recommended the appointment of Grant Thornton LLP as our
independent registered public accounting firm for fiscal year ending June 30,
2008 and the Board of Directors concurred in such recommendation.
Submitted
by the Audit Committee
John
R.
Hicks
Gail
K.
Naughton
Thomas
A.
Page (Chair)
Charles
E. Vandeveer
Common
Stock Performance Graph
The
following graph compares the
cumulative, five-year stockholder returns on our common stock with the
cumulative returns of the (i) American Stock Exchange Composite Index and
(ii)
the SPADE Defense Index, which is a modified capitalization-weighted index
comprised of publicly traded companies that benchmarks the performance of
companies involved with the defense, homeland security, and space
marketplace. The graph assumes the value of the investment in our
common stock and each index was $100 on June 30, 2002.
|
June
30
|
|
2002
|
2003
|
2004
|
2005
|
2006
|
2007
|
SYS
|
100.00
|
144.00
|
231.20
|
208.00
|
231.20
|
157.60
|
AMEX
|
100.00
|
108.53
|
139.96
|
172.95
|
215.97
|
263.88
|
SPADE
|
100.00
|
94.02
|
125.67
|
143.68
|
158.60
|
206.03
|
Certain
Relationships and Related Transactions
There
are
no existing or proposed material transactions between SYS and any of its
directors, executive officers or beneficial owners of more than 5% of the common
stock, or the immediate family or associates of any of the foregoing
persons. There were no transactions to which SYS was a party where
its officers and directors had a direct or indirect material interest in an
amount in excess of $60,000. There are no family relationships among any of
the
directors and executive officers of SYS.
Equity
Compensation Plan Information
Set
forth
below is certain information as of September 28, 2007 with respect to
compensation plans (including individual compensation arrangements) under which
equity securities of SYS are authorized for issuance.
|
|
|
|
|
|
|
|
Plan
category
|
Number
of
securities to
be
issued
upon exercise
of outstanding
options
and
rights
(a)
|
|
|
Weighted
average
exercise price
of outstanding options
(b)
|
|
Number
of
securities
remaining
available
for future
issuance under
the
plan(s)
(c)
|
Equity
compensation plans approved by stockholders
|
|
|
|
|
|
|
|
2003
Stock Option Plan
|
2,240,900
|
|
|
$
|
2.54
|
|
1,462,400
|
1997
Stock Option Plan
|
31,500
|
|
|
$
|
1.48
|
|
0
|
PROPOSAL
NO. 2
RATIFICATION
OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
Introduction
During
fiscal year 2007 SYS used the services of the firm of Grant Thornton LLP (“Grant
Thornton”) to serve as our independent registered public accounting
firm. The Board of Directors recommends appointment of Grant Thornton
as our independent registered public accounting firm for our 2008 fiscal year
(commencing July 1, 2007) and nominates that firm for selection at the Annual
Meeting. A representative of Grant Thornton is expected to be made
available at the meeting, with the opportunity to make a statement if he desires
to do so, and to respond to appropriate questions.
Under
the
procedures established by the Audit Committee, all auditing services and all
non-audit services performed by Grant Thornton are to be pre-approved by the
Audit Committee, subject to the de minimus exception provided under Section
202
of the Sarbanes-Oxley Act. All of the services provided by Grant
Thornton during the 2007 fiscal year were pre-approved by the Audit
Committee.
Principal
Accountant Fees and Services
The
aggregate fees billed by our independent registered public accounting firms
for
professional services rendered for the audit of our annual financial statements,
for the reviews of the financial statements included in our Quarterly Reports
on
Form 10-Q and for other audit related services are included in the table below
under audit fees. Audit-related fees generally include fees for
accounting consultations, business acquisitions and associated audits, if
applicable, and work related to equity offerings. Tax fees include
fees for tax compliance, tax advice and tax planning rendered on behalf of
SYS
related to the preparation of federal and state income tax
returns. These fees were paid to our principal accountants, Grant
Thornton in 2007 and KPMG LLP (“KPMG”) in 2006 unless otherwise
noted.
|
|
|
|
|
|
|
Audit
fees (1)
|
|
$
|
435,000
|
|
|
$
|
496,000
|
|
|
|
|
|
|
|
|
|
|
Audit
related fees (2)
|
|
$
|
43,000
|
|
|
$
|
46,000
|
|
|
|
|
|
|
|
|
|
|
Tax
fees (3)
|
|
$
|
53,000
|
|
|
$
|
55,000
|
|
|
|
|
|
|
|
|
|
|
Other
fees
|
|
|
--
|
|
|
|
--
|
|
|
|
|
|
|
|
|
|
|
Total
fees
|
|
$
|
531,000
|
|
|
$
|
597,000
|
|
(1) Audit
fees in 2007 included $41,000 to KPMG.
(2) The
2006 and 2007 Audit related fees were all paid to KPMG.
(3) The
2006 and 2007 Tax fees were all paid to KPMG.
Grant
Thornton and KPMG billed no other fees for the fiscal years ended June 30,
2007 and 2006, respectively, except as disclosed above. The Audit
Committee has determined that the rendering of all non-audit services by Grant
Thornton and KPMG is compatible with maintaining the auditor’s
independence.
Required
Vote
The
affirmative vote of a majority of the votes present in person or by proxy by
holders of the common stock at the Annual Meeting will be required to ratify
the
selection of Grant Thornton LLP as our independent registered public accounting
firm for 2007.
The
Board unanimously recommends a vote FOR the ratification of appointment of
Grant
Thornton LLP as our independent registered public accounting firm for
2008.
PROPOSAL
NO. 3
AMENDMENT
TO SYS TECHNOLOGIES, INC. 2003 EMPLOYEE STOCK PURCHASE
PLAN
The
Board
of Directors believes that the SYS Technologies, Inc. 2003 Employee Stock
Purchase Plan (the “Plan”) benefits the Company and its shareholders by
providing its employees with an opportunity to purchase shares of Common Stock
at a discount, and therefore, the Plan helps to attract, retain and motivate
valued employees. To provide a reasonable reserve of shares to permit the
Company to continue offering this opportunity to its employees, particularly
given the Company’s growth strategy, the Board of Directors has adopted, subject
to shareholder approval, an amendment to the Plan to increase the number of
shares of options available for issuance under the Plan from 1,000,000 shares,
to a total of 2,000,000 shares.
The
essential features of the Plan are as follows:
Status
of Shares
: The maximum number of shares of Common Stock which may be issued
pursuant to the Plan is currently 1,000,000 shares. As of September
28, 2007, under the Plan there are 819,087 shares issued and outstanding,
leaving 180,903 shares available for future issuance.
Administration
: The
Plan is administered by the Board of Directors or a duly appointed committee
(the “Committee”) which has the full and exclusive authority and power to
interpret the Plan, to make rules and regulations for the administration of
the
Plan and eligibility for benefits under the Plan; decisions of the Board of
Directors or the Committee, as the case may be, are final and
binding.
Purchase
Price
: The purchase price for a share of common stock is 85% of
the fair market value of the shares on either the enrollment date of the
exercise date of the Offering Period, whichever is lower.
Offering
Period
: The Plan has two Offering Periods that each is six months
in length, January to June and July to December.
Amendment
and Termination of the Plan
: The Board of Directors may, subject
to any required shareholder approval, suspend, discontinue or terminate the
Plan, or revise or amend it in any respect whatsoever with respect to any shares
of stock not previously issued.
Required
Vote
The
affirmative vote of a majority of the votes present in person or by proxy by
holders of the common stock at the Annual Meeting will be required to ratify
the
amendment to the SYS Technologies, Inc. 2003 Employee Stock Purchase
Plan.
Recommendation
of the Board
The
Board unanimously recommends a vote FOR the amendment to the SYS Technologies,
Inc. 2003 Employee Stock Purchase Plan.
Section
16(a) Beneficial Ownership Reporting Compliance
Pursuant
to Section 16(a) of the Securities Exchange Act of 1934 and the rules issued
there under, our executive officers and directors are required to file with
the
Securities and Exchange Commission (“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 SYS, or written representations that no
reports were required, SYS believes that, during fiscal year 2007, its executive
officers and directors complied with Section 16(a) requirements.
STOCKHOLDER
PROPOSALS FOR NEXT ANNUAL MEETING
Any
proposal which a shareholder wishes to present at the 2008 Annual Stockholders
Meeting must be received at our office at 5050 Murphy Canyon Road, Suite 200,
San Diego, California 92123, no later than July 1, 2008 in order to
be included in our proxy statement and proxy relating to that
meeting.
ANNUAL
REPORT
Our
2007
Form 10-K and letter from the President for stockholders is being mailed
herewith. All SEC filings are available on our website,
www.systechnologies.com
.
OTHER
MATTERS
The
Board
of Directors does not know of any other business matters 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 judgment and
in
the interest of SYS.
|
By
Order of the Board of Directors
|
|
|
|
/s/
Michael W. Fink
|
|
Michael
W. Fink
|
|
Secretary
|
San
Diego, California
November
3, 2007
PROXY
THIS
PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR
THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
December
7, 2007
The
undersigned hereby appoints Thomas A. Page 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 2007 Annual Meeting of stockholders of SYS to be held at 1:00 p.m. at 5050
Murphy Canyon Road, Suite 200, San Diego, California, 92123.
The
shares represented by this proxy can be voted as marked by the SYS common
stockholder of record on October 9, 2007, whose printed name and signature
is placed on the opposite side. Please mark the appropriate
box.
Item
1
. Election
of Directors
[ ]
|
FOR
all nominees listed below
(except
as marked to the contrary below).
|
[ ]
|
WITHHOLD
AUTHORITY to vote
for
all nominees listed below.
|
Nominees
|
Clifton
L. Cooke, Jr.
|
Gail
K. Naughton
|
Philip
P. Trahanas
|
|
General
Al Gray, USMC (Ret.)
|
Thomas
A. Page
|
Charles
E. Vandeveer
|
|
John
R. Hicks
|
|
|
To
withhold authority for any individual nominee, write the nominee’s name in the
space provided:
Item
2
. Proposal
to approve the appointment of Grant Thornton LLP as our independent registered
public accountants for SYS for its 2008 fiscal year.
[
] FOR [
]
AGAINST [
] ABSTAIN
Item
3
. To
amend the SYS Technologies, Inc. 2003 Employee Stock Purchase Plan to increase
the number of common shares subject to such plan from 1,000,000 to
2,000,000.
[
] FOR [
]
AGAINST [
] ABSTAIN
(NOTE:
Please see reverse of this 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. Stockholders 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
Sys (AMEX:SYS)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024
Sys (AMEX:SYS)
Graphique Historique de l'Action
De Juin 2023 à Juin 2024