-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WVz3VV9PVBOPjB/p4C+cGazCltYPH5VbigRnB7XjPa02tJZbhoza2p4o57aD10cr MSg9qCCG3O0R4zXRQs3spw== 0000950005-00-000190.txt : 20000214 0000950005-00-000190.hdr.sgml : 20000214 ACCESSION NUMBER: 0000950005-00-000190 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SSE TELECOM INC CENTRAL INDEX KEY: 0000808220 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 521466297 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: SEC FILE NUMBER: 000-16473 FILM NUMBER: 533954 BUSINESS ADDRESS: STREET 1: 47823 WESTINGHOUSE DRIVE STREET 2: SUITE 1 CITY: FREMONT STATE: CA ZIP: 94539 BUSINESS PHONE: (510) 657-7552 MAIL ADDRESS: STREET 1: 47823 WESTINGHOUSE DRIVE STREET 2: STE 710 CITY: FREMONT STATE: CA ZIP: 94539 DEFA14A 1 DEFA14A SCHEDULE 14A INFORMATION 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)) [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material Pursuant to ss. 14a-11(c) or ss. 14a-12 SSE Telecom, Inc. - -------------------------------------------------------------------------------- (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)(4) and 0-11. 1. Title of each class of securities to which transactions applies: - -------------------------------------------------------------------------------- 2. Aggregate number of securities to which transactions 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. 6. Amount previously paid: - -------------------------------------------------------------------------------- 7. Form, Schedule or Registration Statement No.: - -------------------------------------------------------------------------------- 8. Filing party: - -------------------------------------------------------------------------------- 9. Date filed: - -------------------------------------------------------------------------------- SSE TELECOM, INC. 47823 Westinghouse Drive, Fremont, CA 94539 PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS March 15, 2000 SUPPLEMENTAL INFORMATION CONCERNING SOLICITATION AND VOTING This supplemental proposal to the SSE Telecom, Inc. definitive proxy statement filed with the Securities Exchange Commission on January 21, 2000 is to be voted on at the Annual Stockholders Meeting on March 15, 2000. The definitive proxy materials are incorporated herein by reference. The stockholders are urged to read the proxy materials in their entirety. PROPOSAL 5 APPROVAL OF ISSUANCE OF STOCK OPTION TO MR. TRUMBOWER On May 6, 1999 Mr. Frank Trumbower entered into an employment relationship with the Company and was appointed Chairman of the Board. In this capacity, Mr. Trumbower has performed valuable services to the Company, including the development and implementation of its strategic business direction. In order to induce Mr. Trumbower to accept the employment relationship, the Company granted Mr. Trumbower a nonqualified stock option to purchase 70,000 shares of the Company's Common Stock at an exercise price of $1.50 per share. The number of shares subject to the grant is approximately 1% of the outstanding securities of the Company. Furthermore, the exercise price exceeded the fair market value of the Company's Common Stock on the date of the grant. The option was granted outside of any of the Company's stock option or equity incentive plans. The option becomes exercisable over four years from date of grant and expires after 10 years. The Board of Directors believes that the continued services of Mr. Trumbower are necessary in order that the Company successfully complete its strategic plan. Mr. Trumbower served as the Company's President and Chief Executive Officer from 1990 to 1994. Because of Mr. Trumbower's previous service, the Company is required to obtain stockholder approval of the options referenced above. Failure to obtain stockholder approval could result in the de-listing of the Company's Common Stock from Nasdaq. Without stockholder approval, the Company would be required to rescind the option and make alternative arrangements to satisfy any claim against the Company held by Mr. Trumbower. The stockholders are requested in Proposal 5 to approve the issuance of the stock option to Mr. Trumbower. Affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote at the meeting will be required to approve the grant. Abstentions will be counted toward the tabulation of votes cast on proposals presented to the stockholders and will have the same effect as negative votes. Broker non-votes are counted towards a quorum, but are not counted for any purpose in determining whether this matter has been approved. THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 5. By Order of the Board of Directors /s/ Kenneth Guernsey Kenneth Guernsey Secretary February 7, 2000 EXHIBIT C PROXY SSE TELECOM, INC. PROXY 47823 Westinghouse Drive, Fremont, CA 94539 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MARCH 15, 2000 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Frank S. Trumbower, Leon F. Blachowicz, and Larry W. Roberts, and each of them, with full power of substitution, attorneys and proxies to appear and vote, as indicated on the reverse side, all of the shares of Common Stock of SSE Telecom, Inc. that the undersigned would be entitled to vote at the Annual Meeting of the Stockholders of SSE Telecom, Inc. to be held on March 15, 2000, and at any and all reconvened sessions thereof. The Board of Directors recommend a vote FOR the following items: (Continued and to be signed on the other Side) Please date, sign and mail your proxy card back as soon as possible! Annual Meeting of Stockholders SSE TELECOM, INC. Please Detach and Mail in the Envelope Provided
A [X] Please mark your votes as in this example. FOR ALL OF THE WITHHOLD NOMINEES AUTHORITY Nominees {as marked to (to vote for all Leon F. Blachowicz FOR AGAINST ABSTAIN the contrary below) nominees) Frank Trumbower [ ] [ ] [ ] Daniel E. Moore 2. To approve the Company's 1. To elect [ ] [ ] Joseph T. Pisula 1997 Equity Participation directors to Lawrence W. Roberts Plan, as amended, to increase serve for the D. Jonathan Merriman the aggregate number of shares ensuing year and until their Olin L. Wethington of Common Stock authorized for successors are elected issuance under such plan by 400,000 shares. (INSTRUCTION: To withhold authority to vote for any individual nominee or nominees, write that nominee's 3. To approve the Company's [ ] [ ] [ ] name in the space below.) 1997 Directors' Stock Option Plan, as amended, to increase - ---------------------------------------------------- the aggregate number of shares of Common Stock authorized for issuance under such plan by 100,000 shares, increase the annual grant from 2,500 shares of Common Stock to 5,000 shares of Common Stock and provide for an initial appointment grant of 10,000 shares of Common Stock. 4. To ratify the selection of [ ] [ ] [ ] Deloitte & Touche LLP as independent auditors of the Company for its fiscal year ending September 30, 2000. 5. To approve the issuance [ ] [ ] [ ] of stock option to Mr. Trumbower 6. To transact such other business as may properly come before the meeting or any adjournment or postponement thereof. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE NOMINEES "FOR" DIRECTOR, "FOR" PROPOSAL 2, "FOR" PROPOSAL 3, "FOR" PROPOSAL 4, AND "FOR" PROPOSAL 5. SIGNATURE___________________________________________________________________________________________ DATE______________________ NOTE: Please sign proxy exactly as your name(s) appear(s) on the envelope addressed to you containing the Proxy Statement. When signing as attorney, executor, administrator, trustee or guardian, please also give your full title. If shares are held jointly EACH holder should sign.
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