UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G/A
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INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
SBE, INC.
(NAME OF ISSUER)
COMMON STOCK
(TITLE OF CLASS OF SECURITIES)
783873201
(CUSIP NUMBER)
DECEMBER 31, 2004
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/ / Rule 13d-1 (b)
/X/ Rule 13d-1 (c)
/ / Rule 13d-1 (d)
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* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
CUSIP NO. 783873201 13G Page 2 of 7 Pages
1. NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(ENTITIES ONLY): Mr. Jeffrey J. Puglisi
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*: (a) /X/ (b) / /
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: United States
NUMBER OF SHARES 5. SOLE VOTING POWER: 50,000
BENEFICIALLY OWNED
BY EACH REPORTING 6. SHARED VOTING POWER: 0
PERSON WITH
7. SOLE DISPOSITIVE POWER: 50,000
8. SHARED DISPOSITIVE POWER: 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 50,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES:* / /
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 0.1%
12. TYPE OF REPORTING PERSON*: IN
CUSIP NO. 783873201 13G Page 3 of 7 Pages
1. NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(ENTITIES ONLY): Puglisi Capital Partners, L.P. 86-0878215
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*: (a) /X/ (b) / /
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES 5. SOLE VOTING POWER: 0
BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH 6. SHARED VOTING POWER: 0
7. SOLE DISPOSITIVE POWER: 0
8. SHARED DISPOSITIVE POWER: 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 0
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES:* / /
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 0%
12. TYPE OF REPORTING PERSON*: PN
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* See Instructions before filling out!
CUSIP NO. 783873201 13G Page 4 of 7 Pages
Schedule 13G/A of Mr. Jeffrey J. Puglisi and Puglisi Capital Partners,
L.P. with respect to the common stock, par value $.001 per share (the "Common
Stock") of SBE, Inc., a Delaware corporation (the "Company").
ITEM 1 (a) NAME OF ISSUER:
SBE, Inc.
ITEM 1 (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
2305 Camino Ramon, Suite 200, San Ramon, California 94583
ITEM 2 (a) NAME OF PERSON FILING:
Mr. Jeffrey J. Puglisi
Puglisi Capital Partners, L.P.
ITEM 2 (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
Mr. Jeffrey J. Puglisi
c/o Puglisi & Co.
399 Park Avenue 37th
Floor New York, New York 10022
Puglisi Capital Partners, L.P.
399 Park Avenue
37th Floor
New York, New York 10022
ITEM 2 (c) CITIZENSHIP:
Mr. Puglisi is a citizen of the United States of America.
Puglisi Capital Partners, L.P. is a limited partnership
organized under the laws of the State of Delaware.
ITEM 2 (d) TITLE OF CLASS OF SECURITIES:
Common Stock, par value $.001 per share (the "Common Stock")
ITEM 2 (e) CUSIP NUMBER:
783873201
CUSIP NO. 783873201 13G Page 5 of 7 Pages
ITEM (3) IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B),
OR 13D-2(B) or (C), CHECK WHETHER THE PERSON FILING IS A:
(a) ( ) Broker or Dealer registered under Section 15 of the
Securities Exchange Act of 1934 (the "Act")
(b) ( ) Bank as defined in Section 3(a)(6) of the Act
(c) ( ) Insurance Company as defined in Section 3(a)(19) of
the Act
(d) ( ) Investment Company registered under Section 8 of the
Investment Company Act of 1940
(e) ( ) An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) ( ) An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
(g) ( ) A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G);
(h) ( ) A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act;
(i) ( ) A church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of
the Investment Company Act;
(j) ( ) A Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c),
check this box. /X/
ITEM 4. OWNERSHIP
(a) Amount Beneficially Owned:
50,000
(b) Percentage of Class:
0.1% (based on the 5,159,722 shares reported to be
outstanding on December 31, 2004 in the Company's Form
10-K for the fiscal year ended October 31, 2004)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 50,000
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition
of : 50,000
(iv) shared power to dispose to direct the disposition
of: 0
CUSIP NO. 783873201 13G Page 6 of 7 Pages
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the
following: [X]
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having that purpose or effect.
CUSIP NO. 783873201 13G Page 7 of 7 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 15, 2005
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/s/ Jeffrey J. Puglisi
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Jeffrey J. Puglisi
PUGLISI CAPITAL PARTNERS, L.P.
By: JJP Partners, LLC, General Partner
By: /s/ Jeffrey J. Puglisi
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Jeffrey J. Puglisi, Managing Member