AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 8, 2002
Registration No. 333-
=======================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SBE, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-1517641
-------------------- ---------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
2305 CAMINO RAMON, SUITE 200
SAN RAMON, CALIFORNIA 94583
(Address of principal executive offices)
1992 EMPLOYEE STOCK PURCHASE PLAN
1996 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:
CHRISTOPHER A. WESTOVER
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 AMOUNT OF
BE REGISTERED REGISTERED (1) SHARE (2) PRICE (2) REGISTRATION FEE
---------------------- -------------- ------------------- ------------------- ------------------
Shares of Common
Stock, par value
$0.001 per share,
reserved for future
grant under the 1992 250,000 $ 1.90 $ 475,000.00 $ 92.00
Employee Stock
Purchase Plan and
the 1996 Stock
Option Plan.
(1) This registration statement is intended to cover the offering of up to
100,000 shares of the Registrant's Common Stock pursuant to its 1992
Employee Stock Purchase Plan, as amended (the "Employee Plan"), and up to
150,000 shares of the Registrant's Common Stock pursuant to its 1996 Stock
Option Plan, as amended (the "1996 Plan"). This registration statement
shall also cover any additional shares of Common Stock that becomes
issuable under the Employee Plan or 1996 Plan 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 May 6, 2002 as reported on the Nasdaq National Market
System.
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENTS ON FORM S-8
NOS. 33-45998, 33-45998, 333-63377,
33-67821, 333-32896 AND 333-63228
The contents of Registration Statements on Form S-8 Nos. 33-45998,
33-45998, 333-63377, 33-67821, 333-32896 and 333-63228 filed with the Securities
and Exchange Commission on February 26, 1992, August 19, 1998, September 15,
1998, November 24, 1998, March 21, 2000 and June 18, 2001, respectively, are
incorporated by reference herein.
The Employee Plan and the 1996 Plan were amended in December 2001 by the
Board of Directors, and these amendments were subsequently approved by the
stockholders in March 2002. The Employee Plan was amended to increase the number
of shares of Common Stock of the Registrant reserved for issuance under the
Employee Plan by 100,000 shares. The 1996 Plan was amended to increase the
number of shares of Common Stock of the Registrant reserved for issuance under
the 1996 Plan by 150,000 shares.
EXHIBITS
EXHIBIT
NUMBER
------
5.1 Opinion of Cooley Godward LLP
23.1 Consent of PricewaterhouseCoopers 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
99.1 1992 Employee Stock Purchase Plan, as amended
99.2 1996 Stock Option Plan, as amended
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 May 8, 2002.
SBE, INC.
By: /s/ David W. Brunton
----------------------------
David W. Brunton
Chief Financial Officer, Vice President,
Finance and Secretary
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints William B. Heye 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/ Raimon L. Conlisk Chairman of the Board May 8, 2002
-------------------------
(Raimon L. Conlisk)
/s/ William B. Heye President, Chief Executive May 8, 2002
------------------------ Officer and Director
(William B. Heye) (principal executive officer)
/s/ David W. Brunton Chief Financial Officer, Vice May 8, 2002
------------------------ President, Finance and Secretary
(David W. Brunton) (principal financial and accounting
officer)
/s/ Randall L-W. Caudill Director May 8, 2002
----------------------------
(Randall L-W. Caudill)
/s/ Ronald J. Ritchie Director May 8, 2002
-------------------------
(Ronald J. Ritchie)
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
5.1 Opinion of Cooley Godward LLP
23.1 Consent of PricewaterhouseCoopers 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
99.1 1992 Employee Stock Purchase Plan, as amended
99.2 1996 Stock Option Plan, as amended