UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 5, 2005
SBE, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-8419 94-1517641
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2305 Camino Ramon, Suite 200, San Ramon, California 94583
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (925) 355-2000
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|X| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On May 4, 2005, SBE, Inc., a Delaware corporation ("SBE"), entered into a unit
subscription agreement with AIGH Investment Partners, LLC and other accredited
investors providing for the private placement of SBE common stock and warrants
to purchase SBE common stock with gross proceeds to SBE of $5,150,000. The unit
subscription agreement provides that the investors will invest $5,150,000 for
units consisting of one share of SBE common stock and a warrant to purchase 0.5
of a share of SBE common stock. The price per unit is to be the lowest of:
o $2.50;
o 92% of the average closing sale price per share of SBE's common
stock as quoted on the Nasdaq SmallCap Market for the five preceding
consecutive trading days on which SBE's common stock trades ending
on the date immediately before the closing date of the private
placement; and
o 95% of the the closing sale price per share of SBE's common stock as
quoted on The Nasdaq SmallCap Market on the trading day on which
SBE's common stock trades immediately preceding the closing date of
the private placement.
SBE has the right to terminate the unit subscription agreement and not close the
transaction if the price per unit is less than $2.00.
The purchasers in the private placement will have the right to participate in
any future private placements of SBE's equity securities for a period of two
years following the closing of the private placement. These rights are subject
to certain customary exceptions, including, among other things, issuances of
common stock to employees, officers and directors under SBE's equity
compensation plans.
The warrants issued in connection with the private placement will have a term of
five years and will be exercisable at a per share price equal to 133% of the
unit price, subject to proportional adjustments for stock splits, stock
dividends, recapitalizations and the like. In addition, the shares of SBE's
common stock issuable upon exercise of the warrants will be subject to
adjustment in the event SBE issues shares of its common stock at a price less
than the then applicable purchase price of the warrants, subject to certain
customary exceptions, including, among other things, issuances to employees,
officers and directors under SBE's equity compensation plans. The warrants will
also contain a cashless exercise feature.
SBE has agreed to file a registration statement within 60 days after completion
of the private placement registering for resale the shares of our common stock,
including shares issuable upon exercise of the warrants, issued to the
purchasers in the private placement.
The completion of the private placement depends on the satisfaction or waiver of
customary conditions to closing, as well as:
o the approval of SBE's stockholders of the private placement and
SBE's previously-announced proposed acquisition of PyX Technologies,
Inc.;
o SBE's completion of its acquisition of PyX Technologies, Inc.; and
o entry by PyX Technologies, Inc. into a reseller agreement with LSI
Logic.
SBE's executive officers and members of its board of directors have entered into
a voting agreement pursuant to which they have agreed, subject to the terms and
conditions of the voting agreement, to vote all of their shares of common stock
in favor of the private placement and any other matter necessary to effect the
transactions.
Important Additional Information Will Be Filed With The SEC
In connection with the proposed transaction and SBE's proposed acquisition of
PyX Technologies, Inc., SBE. intends to file a proxy statement and other
relevant materials with the Securities and Exchange Commission ("SEC"). BEFORE
MAKING ANY VOTING DECISION WITH RESPECT TO THE PROPOSED TRANSACTIONS, INVESTORS
AND STOCKHOLDERS OF SBE ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT
MATERIALS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTIONS. The proxy statement and other relevant materials, and any other
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documents filed by SBE with the SEC, may be obtained free of charge at the SEC's
web site at www.sec.gov. In addition, investors and stockholders of SBE may
obtain free copies of the documents filed with the SEC by contacting the Chief
Financial Officer of SBE at (925) 355-7700 or by writing to the Chief Financial
Officer at SBE, Inc., 2305 Camino Ramon, Suite 200, San Ramon, CA 94583. You may
also read and copy any reports, statements, and other information filed by SBE
with the SEC at the SEC public reference room at 450 Fifth Street, NW, Room
1200, Washington, D.C. 20549. Please call the SEC at (800) SEC-0330 or visit the
SEC's web site for further information on its public reference room.
SBE and its executive officers and directors may be deemed to be participants in
the solicitation of proxies from the SBE stockholders in favor of the proposed
transactions. Certain executive officers and directors of SBE may have interests
in the proposed transactions that may differ from the interests of stockholders
generally. These interests, if any, will be described in the proxy statement
when it becomes available.
Item 8.01 Other Events.
On May 5, 2005, SBE issued a press release announcing the execution of the unit
subscription agreement. The press release is attached as Exhibit 99.1 and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
99.1 Text of joint press release, dated May 5, 2005.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SBE, Inc.
May 5, 2005
By: /s/ David Brunton
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David Brunton
Chief Financial Officer
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