As filed with the Securities and Exchange Commission on March 21, 2000
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SBE, INC.
(Exact name of registrant as specified in its charter)
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Delaware 94-1517641
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(State of Incorporation) (I.R.S. Employer Identification No.)
4550 NORRIS CANYON ROAD
SAN RAMON, CA 94583
(Address of principal executive offices)
1996 STOCK OPTION PLAN
(Full title of the plan)
TIMOTHY J. REPP
CHIEF FINANCIAL OFFICER
SBE, INC.
4550 NORRIS CANYON ROAD
SAN RAMON, CA 94583
(925) 355-2000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:
CHRISTOPHER A. WESTOVER, ESQ.
COOLEY GODWARD LLP
ONE MARITIME PLAZA, 20TH FLOOR
SAN FRANCISCO, CA 94111
(415) 693-2000
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Exhibit Index at Page 5
CALCULATION OF REGISTRATION FEE
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TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE AMOUNT OF
REGISTERED REGISTERED (1) SHARE (2) OFFERING PRICE (2) REGISTRATION FEE
- ------------------ ----------------- -------------------- ------------------- -----------------
Stock Options and
Common Stock (par
value $.001) 100,000 shares $ 16.4375 $ 1,643,750 $ 433.95
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<FN>
(1) This registration statement is intended to cover the offering of up to 100,000 additional
shares of the Registrant's Common Stock pursuant to its 1996 Stock Option Plan, as
amended (the "Plan").
(2) Estimated solely for the purpose of calculating the amount of the registration fee pursuant
to Rule 457(c) under the Securities Act of 1933, as amended (the "Act"). The offering
price per share and the aggregate offering price for shares issuable pursuant to the Plan
are based upon the average of the high and low prices of the Registrant's Common
Stock as reported on the Nasdaq National Market on March 6, 2000, in accordance with
Rule 457(c) under the Act.
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENTS ON FORM S-8 NOS. 33-45998, 33-59167, POS 33-45998 AND
333-63377.
The contents of Registration Statements on Form S-8 Nos. 33-45998,
33-59167, POS 33-45998 and 333-63377 filed with the Securities and Exchange
Commission on February 26, 1992, May 8, 1995, August 19, 1998, and September 15,
1998, respectively, are incorporated by reference herein with such modifications
as are set forth below.
EXHIBITS
EXHIBIT
NUMBER
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5 Opinion of Cooley Godward LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5 to this
Registration Statement
24.1 Power of Attorney is contained on the signature pages.
99.1 1996 Stock Option Plan, as amended through January 27, 1999.
99.2 Incentive and Nonstatutory Stock Option Agreements used in
connection with the 1996 Stock Option Plan
2
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 21, 2000.
SBE, INC.
By: /s/ Timothy J. Repp
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Timothy J. Repp
Title: Vice President, Finance,
Chief Financial Officer
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 Timothy J. Repp, 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. President and Chief Executive March 21, 2000
- ----------------------- Officer (Principal Executive
William B. Heye, Jr. Officer)
/s/ Timothy J. Repp Vice President, Finance, Chief March 21, 2000
- ------------------- Financial Officer and Secretary
Timothy J. Repp (Principal Financial Officer and
Accounting Officer)
3
/s/ Raimon L. Conlisk Director, Chairman of the Board March 21, 2000
- ---------------------
Raimon L. Conlisk
/s/ Ronald J. Ritchie Director March 21, 2000
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Ronald J. Ritchie
/s/ Randall L-W. Caudill Director March 21, 2000
- ------------------------
Randall L-W. Caudill
4
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION SEQUENTIAL PAGE
NUMBER
5 Opinion of Cooley Godward LLP 6
23.1 Consent of PricewaterhouseCoopers LLP 7
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5 to this 6
Registration Statement
24.1 Power of Attorney is contained on the signature pages. 3
99.1 1996 Stock Option Plan, as amended 8
99.2 Incentive and Nonstatutory Stock Option Agreements used in 17
connection with the 1996 Stock Option Plan
5