As filed with the Securities and Exchange Commission on April 2, 2004
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SBE, INC.
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(Exact name of registrant as specified in its charter)
Delaware 94-1517641
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(State of Incorporation) (I.R.S. Employer
Identification No.)
2305 CAMINO RAMON, SUITE 200
SAN RAMON, CALIFORNIA 94583
(Address of principal executive offices)
1996 STOCK OPTION PLAN
2001 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
(Full title of the plans)
DAVID W. BRUNTON
CHIEF FINANCIAL OFFICER, VICE PRESIDENT, FINANCE
AND SECRETARY
SBE, INC.
2305 CAMINO RAMON, SUITE 200
SAN RAMON, CALIFORNIA 94583
(925) 355-2000
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
Copies to:
JODIE M. BOURDET
COOLEY GODWARD LLP
ONE MARITIME PLAZA, 20TH FLOOR
SAN FRANCISCO, CA 94111
(415) 693-2000
CALCULATION OF REGISTRATION FEE
========================== ====================== ========================= ========================== =========================
Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price Per Aggregate Offering Price Amount of Registration
be Registered Registered (1) Share (2) (2) Fee
-------------------------- ---------------------- ------------------------- -------------------------- -------------------------
Shares of Common Stock,
par value $0.001 per
share, reserved for
future grant under the
1996 Stock Option Plan. 1,000,000 $4.60 $4,600,000 $582.82
========================== ====================== ========================= ========================== =========================
Shares of Common Stock,
par value $0.001 per share,
reserved for future grant
under the 2001 Non-Employee
Directors' Stock Option
Plan. 200,000 $4.60 $920,000 $116.56
========================== ====================== ========================= ========================== =========================
Total 1,200,000 $4.60 $5,520,000 $699.38
========================== ====================== ========================= ========================== =========================
(1) This registration statement is intended to cover the offering of up to
1,000,000 shares of the Registrant's Common Stock pursuant to its 1996
Stock Option Plan, as amended (the "Option Plan"), and up to 200,000
shares of the Registrant's Common Stock pursuant to its 2001
Non-Employee Directors' Stock Option Plan, as amended (the "Directors'
Plan") (the Option Plan and Directors' Plan being hereinafter
collectively referred to as the "Plans"). This registration statement
shall also cover any additional shares of Common Stock that become
issuable under the Plans by reason of any stock dividend, stock split,
recapitalization or any other similar transaction without receipt of
consideration that results in an increase in the number of shares of
the Registrant's outstanding Common Stock.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c). The price per share and
aggregate offering price are based upon the high and low sales prices
of Registrant's Common Stock on March 30, 2004 as reported on the
Nasdaq SmallCap Market reporting system.
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENTS ON FORM S-8
NOS. 33-45998, 33-59167, 33-45998, 333-63377,
33-67821, 333-32896, 333-63228 and 333-87828
The contents of Registration Statements on Form S-8 Nos. 33-45998,
33-59167, 33-45998, 333-63377, 33-67821, 333-32896, 333-63228 and 333-87828
filed with the Securities and Exchange Commission on February 26, 1992, May 8,
1995, August 19, 1998, September 15, 1998, November 24, 1998, March 21, 2000,
June 18, 2001 and May 8, 2002, respectively, are incorporated by reference
herein.
EXHIBITS
Exhibit
Number
5.1 Opinion of Cooley Godward LLP
23.1 Consent of BDO Seidman, LLP, Independent Auditors
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
Registration Statement
24.1 Power of Attorney is contained on the signature pages
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Ramon, State of California, on March 30,
2004.
SBE, INC.
By: /s/ William B. Heye, Jr.
------------------------------------------------
William B. Heye, Jr.
Chief Executive Officer, President and Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints William B. Heye, Jr. and David W.
Brunton, and each or any one of them, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ William B. Heye, Jr. Chief Executive Officer, President and March 30, 2004
(William B. Heye, Jr.) Director (principal executive officer)
/s/ David W. Brunton Chief Financial Officer, Vice March 30, 2004
(David W. Brunton) President, Finance and Secretary
(principal financial and accounting
officer)
/s/ John Reardon Director March 30, 2004
(John Reardon)
/s/ Ronald J. Ritchie Director March 30, 2004
(Ronald J. Ritchie)
/s/ M.M. (Mel) Stuckey Director March 30, 2004
(M.M. (Mel) Stuckey)
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
5.1 Opinion of Cooley Godward LLP
23.1 Consent of BDO Seidman, LLP, Independent Auditors
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
Registration Statement
24.1 Power of Attorney is contained on the signature pages