Definitive Proxy Statement

DEADLINE FOR RECEIPT OF SHAREHOLDER PROPOSALS FOR 2001 ANNUAL MEETING

Proposals of shareholders that are intended to be presented by such shareholders at the Company's 2001 Annual Meeting must be received by the Company no later than May 3, 2001 in order that such proposals may be included in the proxy statement and form of proxy relating to that meeting.

ELECTION OF DIRECTORS

The Company's Restated Bylaws provide that the Company shall not have less than two nor more than nine directors, with the exact number set by the Board of Directors. The size of the Board of Directors is currently set at seven directors.

The directors of the Company are divided into three classes. One class of directors is elected each year and the members of such class will hold office for a three-year term and until their successors are duly elected and qualified or until their death, resignation or removal from office. Class 1 directors are David M. Hudson, Ray E. Oeltjen and Dennis T. Pixton, whose terms expire at the 2001 Annual Meeting of Shareholders. Class 2 directors are Trevor Nelson and John A. Rupp, whose terms expire at the 2002 Annual Meeting of Shareholders. Class 3 directors are Maynard E. Brown and Wayne A. Case, whose terms expire at the 2000 Annual Meeting of Shareholders.

At the Meeting, two Class 3 directors will be elected, each to serve a three-year term until the 2003 Annual Meeting and until their successors are elected and qualified. The nominees for Class 3 directors are Messrs. Brown and Case (the "Nominees"), both of whom are currently members of the Board of Directors of the Company. The persons named on the enclosed proxy (the proxy holders) will vote for election of the Nominees unless you have withheld authority for them to do so on your proxy card. If a Nominee is unable or declines for good cause to serve as a director at the time of the Meeting, the proxies will be voted for any nominee named by the current Board of Directors to fill the vacancy. As of the date of this Proxy Statement, the Board of Directors is not aware of any Nominee who is unable and/or will decline to serve as a director. There is no cumulative voting for election of directors.

        NAME                        AGE                                POSITION


Wayne A. Case(1)                    60                Chairman/President/CEO, Director (Class 3)
David W. Case                       37                Vice President of Operations
Robert C. Thompson                  50                Chief Financial Officer
Linda M. Case                       55                Secretary
Maynard E. Brown(1)                 53                Director (Class 3)
David M. Hudson                     48                Director (Class 1)
Trevor S. Nelson(1)(2)(3)           39                Director (Class 2)
Ray E. Oeltjen                      52                Director (Class 1)
Dennis T. Pixton(2)                 53                Director (Class 1)
John A. Rupp(3)                     60                Director (Class 2)

(1) Member of the Compensation Committee.

(2) Member of the Audit Committee.

(3) Member of the Option Committee.

NOMINEES

MAYNARD E. BROWN, a director since 1992, resides in British Columbia, Canada. Since 1993, Mr. Brown has been the senior partner of Brown McCue of Vancouver, British Columbia, a firm specializing in advising publicly held corporations in securities and related matters. Mr. Brown has a Bachelor of Law degree from Dalhousie University in Halifax, Canada.

WAYNE A. CASE has been President of the Company since 1986, Chief Executive Officer since 1996 and Chairman of the Board since 1997. In addition to overseeing the day-to-day operations of the Company, he is responsible for international marketing operations. Mr. Case is a director of Silent Witness Enterprises, Ltd., a manufacturer of surveillance cameras, and Air Packaging Technologies, Inc., a manufacturer of industrial packaging products. Mr. Case holds a B.S. degree in Business and Economics from Linfield College and a Master of Business Administration degree from the University of Portland. Mr. Case is married to Linda M. Case and is the father of David W. Case.

CONTINUING DIRECTORS

DAVID M. HUDSON, a director since 1996, is founder and President of Coldstream Holdings, Inc. and Coldstream Capital Management, Inc., a privately held registered investment advisory firm which provides advisory services to individuals, institutions, trusts and endowments and advises clients on a variety of corporate finance matters. Mr. Hudson holds a B.S. degree in Mathematics from the University of Oregon where he also pursued post-graduate studies in Economics.

TREVOR S. NELSON, a director since 1989, resides in British Columbia, Canada. Since 1988, Mr. Nelson has been a financial planner for the Stewart Thomas Financial Group in Penticton, British Columbia. He holds a Bachelor of Commerce degree with an emphasis on accounting management and information systems and is a Chartered Accountant.

RAY E. OELTJEN, a director since August 2000, has been Vice President of Sales and Marketing at Leupold & Stevens, a manufacturer of premium optics for the shooting sports and outdoor markets, since 1991. He has over 25 years experience in retail, wholesale, and worldwide sales and marketing management in the shooting sports industry. He holds a B.A. degree from Wayne State College in Wayne, Nebraska.

DENNIS T. PIXTON, a director since 1997, has been President of Michaels of Oregon Co., a manufacturer of products for the shooting and law enforcement markets, since 1996. Prior to that he was managing partner of the Portland, Oregon office of Moss Adams LLP. Mr. Pixton holds a B.A. degree in business from the University of Washington and is a Certified Public Accountant.

JOHN A. RUPP, a director since 1996, is Vice President of Beauty Management, Inc., which owns and manages beauty salons, and manages his personal investments. Mr. Rupp holds a B.A. in economics from Harvard University.

OTHER EXECUTIVE OFFICERS

DAVID W. CASE has been Vice President of Operations of the Company since 1996 and before then was Production Manager. Mr. Case holds a Bachelor of Arts degree in Engineering and Business Administration from the University of Oregon. He has been responsible for many of the design features of the SBS Dynamic Balance System. His duties include manufacturing, engineering and quality assurance. Mr. Case is the son of Wayne A. Case.

ROBERT C. THOMPSON has been Chief Financial Officer of the Company since January 1999. From 1990 until he joined the Company, he was General Manager and Senior Business Consultant for R.C. Thompson & Associates and then for Meyer-Thompson & Associates. From 1983 to 1990, Mr. Thompson was Chief Financial Officer for Burns Brothers, Inc., a manufacturer, wholesaler and retailer of truck and automotive products and services. Mr. Thompson is a Certified Public Accountant and graduated from Washington State University with B.A. degrees in Business and Accounting.

LINDA M. CASE has been secretary of the Company since 1993 and before then was Office Manager. Her duties include investor relations, office management, purchasing and inventory management. Ms. Case holds a B.A. degree in Sociology and Psychology from Linfield College in McMinnville, Oregon. Ms. Case is married to Wayne A. Case.

BOARD MEETINGS, NOMINATIONS BY SHAREHOLDERS AND COMMITTEES

The Board of Directors of the Company held two meetings during the fiscal year ended May 31, 2000.

The Board of Directors acts as a nominating committee for selecting nominees for election as directors. The Company's Restated Bylaws also permit shareholders to make nominations for the election of directors, if such nominations are made pursuant to timely notice in writing to the Company's Secretary. To be timely, notice must be delivered to, or mailed to and received at, the principal executive offices of the Company not less than 60 days nor more than 90 days prior to the date of the meeting, provided that at least 60 days' notice or prior public disclosure of the date of the meeting is given or made to shareholders. If less than 60 days' notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder to be timely must be received by the Company not later than the close of business on the tenth day following the date on which such notice of the meeting was mailed or such public disclosure was made. Public disclosure of the date of the Meeting was made by the issuance of a press release on August 16, 2000. A shareholder's notice of nomination must also set forth certain information specified in Section 2.3.2 of the Company's Restated Bylaws concerning each person the shareholder proposes to nominate for election and the nominating shareholder.

The Company's Board of Directors currently has an Audit Committee, a Compensation Committee, and an Option Committee. The Audit Committee recommends engagement of the Company's independent certified public accountants, reviews the scope of the audit, considers comments made by the independent certified public accountants with respect to accounting procedures and internal controls and the consideration given thereto by management, and reviews internal accounting procedures and controls with the Company's financial and accounting staff; the Audit Committee, which currently consists of Trevor Nelson and Dennis T. Pixton, held one meeting in Fiscal 2000. The Compensation Committee reviews executive compensation and establishes executive compensation levels; the Compensation Committee, which currently consists of Messrs. Brown, Case and Nelson, met once in Fiscal 2000. The Option Committee administers the Company's Stock Option Plan and currently consists of Messrs. Nelson and Rupp; during Fiscal 2000, the Option Committee held four meetings.

During Fiscal 2000, no director attended fewer than 75% of the aggregate of
(i) the total number of meetings of the Board of Directors and (ii) the total number of meetings of all committees of the Board of Directors on which such director served (during the period he served).