SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
DECEMBER 6, 1996
Date of Report (Date of earliest event reported)
SBE, INC.
(Exact Name of Registrant as Specified in Charter)
CALIFORNIA 0-8419 94-1517641
(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
4550 NORRIS CANYON ROAD, SAN RAMON, CALIFORNIA 94583-1369
(Address of Principal Executive Offices)
(510) 355-2000
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 6, 1996, XeTel Corporation, a Delaware corporation
("XeTel"), purchased certain manufacturing assets of SBE, Inc., a California
corporation ("SBE"), related to the fabrication of SBE's network system products
and computer boards (the "Purchase") pursuant to the terms of an Asset Purchase
Agreement between XeTel and SBE dated as of December 6, 1996 (the "Asset
Purchase Agreement"). See Exhibit 2.1 filed herewith. XeTel intends to
continue to use the acquired assets to fabricate SBE's network system products
and computer boards, as well as to fabricate similar products for other parties.
Pursuant to the Asset Purchase Agreement, XeTel paid SBE $1,600,000 in
cash for the assets purchased (the "Purchase Price"). The Purchase Price was
determined through arms' length negotiations between XeTel and SBE. There were
no material relationships between XeTel and SBE, any director or officer of SBE,
or any associate of any such director or officer other than that Ramon L.
Conlisk was and remains a director of each company. Mr. Conlisk disclosed his
role as a director of XeTel to SBE's board of directors prior to discussion of
the transaction and did not participate in the approval of the transaction by
the board of directors of SBE.
In connection with the Purchase, XeTel and SBE have entered into a
sublease agreement under which SBE has subleased that portion of its leased real
estate associated with the manufacturing facility to XeTel upon the same payment
terms as provided in the lease between SBE and its landlord. In addition,
XeTel, SBE and an equipment lessor have entered into a lease assignment and
assumption agreement under which XeTel has leased certain manufacturing assets
previously utilized by SBE from the equipment lessor upon the same payment terms
as provided in the lease between SBE and the equipment lessor.
In addition, SBE and XeTel have entered into a Manufacturing Services
Agreement between the parties dated as of December 6, 1996 pursuant to which
XeTel will manufacture SBE's network system products and computer boards on
behalf of SBE. The Manufacturing Services Agreement is attached as an exhibit
to the Asset Purchase Agreement filed hereto as Exhibit 2.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
2.1 Asset Purchase Agreement between XeTel Corporation and SBE, Inc. dated
as of December 6, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
SBE, INC.
December 20, 1996 By:/s/ Timothy J. Repp
--------------------------
Timothy J. Repp
Vice President, Finance
Chief Financial Officer
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INDEX TO EXHIBITS
EXHIBIT SEQUENTIALLY
NUMBERS DESCRIPTION NUMBERED PAGE
2.1 Asset Purchase Agreement between XeTel Corporation
and SBE, Inc. dated as of December 6, 1996. . . . . . . . __
Pursuant to Item 601(b)(2) of Regulation S-K, the schedules and similar exhibits
to Exhibit 2.1 listed at the end of Exhibit 2.1 have been omitted with the
exception of Exhibit 1.3(b) "Form of Facility Sublease," Exhibit 1.3(d) "Form of
Manufacturing Services Agreement" and Exhibit 1.5(g) "Form of Security
Agreement." SBE, Inc. agrees to furnish supplementally to the Securities and
Exchange Commission (the "Commission") a copy of any omitted schedule or exhibit
upon request of the Commission.
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