As filed with the Securities and Exchange Commission on November 24, 1998
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.)
4550 NORRIS CANYON ROAD
SAN RAMON, CA 94583
(Address of principal executive offices)
1992 EMPLOYEE STOCK PURCHASE 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)
-----------
COPIES TO:
CHRISTOPHER A. WESTOVER, ESQ.
COOLEY GODWARD LLP
ONE MARITIME PLAZA, 20TH FLOOR
SAN FRANCISCO, CA 94111
(415) 693-2000
-----------
Exhibit Index at Page 6
CALCULATION OF REGISTRATION FEE
===================================================================================================
TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE AMOUNT OF
REGISTERED REGISTERED SHARE (1) OFFERING PRICE (1) REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------
Stock Options and
Common Stock (par
value $.001)
100,000 $8.094 $809,400 $225.01
===================================================================================================
<FN>
(1) Estimated solely for the purpose of calculating the amount of the registration fee pursuant
to Rule 457(c) and (h)(1) under the Securities Act of 1933, as amended (the "Act"). The offering
price per share and the aggregate offering price are based upon (a) the weighted average exercise
price, for shares subject to outstanding options granted under the Registrant's 1992 Employee Stock
Purchase Plan (the "Plan") in accordance with Rule 457 (h) under the Act or (b) the average of the
high and low prices of the Registrant's Common Stock as reported on the Nasdaq National Market on
November 23, 1998, in accordance with Rule 457(c) under the Act, for shares issuable pursuant to
the Plan, in accordance with Rule 457(c) of the Act. The following chart illustrates the
calculation of the registration fee:
===============================================================================================
NUMBER OF OFFERING PRICE PER AGGREGATE OFFERING
TYPE OF SHARES SHARES SHARE PRICE
- -----------------------------------------------------------------------------------------------
Shares issuable pursuant to outstanding
options under the 1992 Employee Stock
Purchase Plan
- -----------------------------------------------------------------------------------------------
Shares issuable pursuant to unissued stock
options under the 1992 Employee Stock
Purchase Plan 100,000 $8.094 (1)(b) $809,400
- -----------------------------------------------------------------------------------------------
Proposed Maximum Aggregate Offering Price $809,400
- -----------------------------------------------------------------------------------------------
Registration Fee $225.01
===============================================================================================
2
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENTS ON FORM S-8
NOS. 33-45998.
The contents of Registration Statements on Form S-8 No. 33-45998 filed with
the Securities and Exchange Commission on February 26, 1992 and August 19, 1998
respectively, are incorporated by reference herein with such modifications as
are set forth below.
EXHIBITS
EXHIBIT
NUMBER
- ------
5 Opinion of Cooley Godward LLP
23.1 Consent of PricewaterhouseCoopers
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5 to this
Registration Statement
24.1 Power of Attorney*
99.1 1992 Employee Stock Purchase Plan, as amended through September 14,
1998
__________________
* Previously filed.
3
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 November 24, 1998.
SBE, INC.
By: /s/ Timothy J. Repp
------------------------
Timothy J. Repp
Title: Chief Financial Officer,
Vice President, Finance
and Secretary
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
William B. Heye, Jr.* President and Chief Executive November 24, 1998
- ---------------------- Officer (Principal Executive
William B. Heye, Jr. Officer)
/s/ Timothy J. Repp Vice President, Finance, Chief November 24, 1998
- ---------------------- Financial Officer and Secretary
Timothy J. Repp (Principal Financial Officer and
Accounting Officer)
Raimon L. Conlisk* Director November 24, 1998
- ----------------------
Raimon L. Conlisk
George E. Grega* Director November 24, 1998
- ---------------------
George E. Grega
4
Ronald J. Ritchie* Director November 24, 1998
- ----------------------
Ronald J. Ritchie
Randall L-W. Caudill* Director November 24, 1998
- ----------------------
Randall L-W. Caudill
*By: /s/ Timothy J. Repp
---------------------
Timothy J. Repp
As Attorney-in-Fact
5
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION SEQUENTIAL PAGE
NUMBER
5 Opinion of Cooley Godward LLP 7
23.1 Consent of PricewaterhouseCoopers 8
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5 to this 7
Registration Statement
24.1 Power of Attorney *
99.1 1992 Employee Stock Purchase Plan, as amended 9
<FN>
____________________
* Previously filed.
6