Delaware
|
94-1517641
|
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer
Identification
No.)
|
PLAN
OF DISTRIBUTION
|
2
|
PLAN
OF DISTRIBUTION
|
12
|
|
FORWARD-LOOKING
STATEMENTS
|
3
|
WHERE
YOU CAN FIND MORE
INFORMATION
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13
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RISK
FACTORS
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3
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|||
LEGAL
MATTERS
|
13
|
|||
USE
OF PROCEEDS
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8
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|||
EXPERTS
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14
|
|||
SELLING
SECURITY HOLDERS
|
9
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Shares
Beneficially Owned Prior to Offering(1)
|
Number
of Shares Being
Offered
|
Shares
Owned After Offering
|
|||
Security
Holders
|
Number
|
Percent
|
Number
|
Percent
|
|
Andre
Hedrick(2)
|
1,472,000
|
14.9%
|
1,472,000
|
0
|
0%
|
Nick
Bellinger(3)
|
345,000
|
3.5
|
345,000
|
0
|
0
|
Jan
Fuxell(4)
|
230,000
|
2.3
|
230,000
|
0
|
0
|
Dennis
Burke(5)
|
230,000
|
2.3
|
230,000
|
0
|
0
|
Greg
Yamamoto(6)
|
212,000
|
*
|
212,000
|
0
|
0
|
Leo
Fang(7)
|
57,500
|
*
|
57,500
|
0
|
0
|
Andrew
Johnson(8)
|
41,400
|
*
|
41,400
|
0
|
0
|
Tzu-Wang
Pan(9)
|
53,000
|
*
|
53,000
|
0
|
0
|
Richard
Contreras(10)
|
23,000
|
*
|
23,000
|
0
|
0
|
Helge
Mortensen(11)
|
13,800
|
*
|
13,800
|
0
|
0
|
Ignacio
C. Munio(12)
|
156,275
|
1.6
|
11,500
|
144,775
|
1.5
|
Leon
Chiu(13)
|
11,500
|
*
|
11,500
|
0
|
0
|
Wim
Coekaerts(14)
|
5,750
|
*
|
5,750
|
0
|
0
|
Jerry
Johansson(15)
|
4,600
|
*
|
4,600
|
0
|
0
|
AIGH
Investment Partners LLC(16)
|
788,120
|
8.0
|
495,000
|
293,120
|
3.0
|
Globis
Capital Partners(17)
|
462,997
|
4.7
|
300,000
|
162,997
|
1.7
|
Anfel
Trading Limited(18)
|
411,400
|
4.2
|
390,000
|
21,400
|
*
|
Cam
Co(19)
|
265,000
|
2.7
|
210,000
|
55,000
|
*
|
Ganot
Corporation(20)
|
240,000
|
2.4
|
210,000
|
30,000
|
*
|
LaPlace
Group, LLC(21)
|
180,000
|
1.8
|
180,000
|
0
|
0
|
Herschel
Berkowitz(22)
|
151,500
|
1.5
|
90,000
|
61,500
|
*
|
Sandra
Pessin(23)
|
150,000
|
1.5
|
150,000
|
0
|
0
|
Globis
Overseas Fund Ltd. (24)
|
120,000
|
1.2
|
120,000
|
0
|
0
|
Jack
Dodick(25)
|
135,000
|
1.4
|
120,000
|
15,000
|
*
|
Ellis
International LLC(26)
|
60,000
|
*
|
60,000
|
0
|
0
|
Stephen
Spira(27)
|
60,000
|
*
|
60,000
|
0
|
0
|
Fame
Associates(28)
|
60,000
|
*
|
60,000
|
0
|
0
|
Kevin
McCaffrey(29)
|
60,000
|
*
|
60,000
|
0
|
0
|
William
Heinzerling (30)
|
60,000
|
*
|
60,000
|
0
|
0
|
John
A. Moore(31)
|
60,000
|
*
|
60,000
|
0
|
0
|
Joshua
Hirsch(32)
|
30,000
|
*
|
30,000
|
13,000
|
*
|
Richard
Grossman(33)
|
41,100
|
*
|
30,000
|
11,100
|
*
|
Citigroup
Global Markets Inc. FBO F. Lyon Polk(34)
|
36,000
|
*
|
36,000
|
0
|
0
|
Citigroup
Global Markets Inc. FBO Hilary Edson(35)
|
36,000
|
*
|
36,000
|
0
|
0
|
Mark
Giordano(36)
|
33,000
|
*
|
18,000
|
15,000
|
*
|
Paul
Packer(37)
|
612,997
|
*
|
30,000
|
162,997
|
0
|
Paul
Tramontano(38)
|
30,000
|
*
|
30,000
|
0
|
0
|
Kurt
Miyatake(39)
|
30,000
|
*
|
30,000
|
0
|
0
|
Greg
Yamamoto, as UTMA
custodian
for Melanie Yamamoto(40)
|
30,000
|
*
|
30,000
|
0
|
0
|
Greg
Yamamoto, as UTMA
custodian
for Nicholas Yamamoto(41)
|
30,000
|
*
|
30,000
|
0
|
0
|
James
Kardon(42)
|
10,200
|
*
|
10,200
|
0
|
0
|
Jeffrey
Schwartz(43)
|
4,800
|
*
|
4,800
|
0
|
0
|
*
|
Less
than 1%.
|
(1) |
The
shares of common stock owned prior to the offering equals the sum
of (a)
shares of common stock and (b) shares of common stock issuable
upon
exercise of warrants. Percentages are based on 9,865,782 shares
of our
common stock that were outstanding (on an as-converted to common
stock
basis) on September 1, 2005. In calculating the percentage for
each
selling security holder, the shares represented by item (b) above
are
included in the denominator of the shares outstanding for that
selling
security holder but are not included in the denominator for any
other
person.
|
(2) |
Acquired
in connection with our acquisition of PyX consummated on July 26,
2005.
Includes 1,398,400 shares of common stock. that are subject to
a lock-up
agreement providing that such stockholder will not sell, transfer,
make
any short sale of, grant any option for the purchase of, or enter
into any
hedging or similar transaction with the same economic effect as
a sale,
such shares until August 3, 2006 (the “Lockup”). Andre Hedrick is the
Chief Technical Officer of the Company and the business mailing
address is
4000 Executive Parkway, Suite 200, San Ramon, California,
95483.
|
(3) |
Acquired
in connection with our acquisition of PyX consummated on July 26,
2005.
Includes 327,850 shares of common stock. that are subject to the
Lockup.
Nick Bellinger is the Chief Architect of iSCSI at the
Company.
|
(4) |
Acquired
in connection with our acquisition of PyX consummated on July 26,
2005.
Includes 218,500 shares of common stock. that are subject to the
Lockup.
|
(5) |
Acquired
in connection with our acquisition of PyX consummated on July 26,
2005.
Includes 218,500 shares of common stock. that are subject to the
Lockup.
|
(6) |
Includes
92,000 shares acquired in connection with our acquisition of PyX
consummated on July 26, 2005 and 80,000 shares and warrants to
purchase
40,000 shares of common stock acquired in connection with the private
placement completed on July 26, 2005. Includes 87,400 shares of
common
stock. that are subject to the Lockup. Greg Yamamoto is the General
Manager of Storage Unit of the Company.
|
(7) |
Acquired
in connection with our acquisition of PyX consummated on July 26,
2005.
Includes 54,625 shares of common stock. that are subject to the
Lockup.
Leo Fang is the Vice President of Storage at the
Company.
|
(8) |
Acquired
in connection with our acquisition of PyX consummated on July 26,
2005.
Includes 39,330 shares of common stock. that are subject to the
Lockup.
|
(9) |
Includes
23,000 shares acquired in connection with our acquisition of PyX
consummated on July 26, 2005 and 20,000 shares and warrants to
purchase
10,000 shares of common stock acquired in connection with the private
placement completed on July 26, 2005. Also includes 21,850 shares
of
common stock. that are subject to the Lockup..
|
(10) |
Acquired
in connection with our acquisition of PyX consummated on July 26,
2005.
Includes 21,850 shares of common stock. that are subject to the
Lockup.
|
(11) |
Acquired
in connection with our acquisition of PyX consummated on July 26,
2005.
Includes 13,110 shares of common stock. that are subject to the
Lockup.
|
(12) |
Includes
11,500 shares acquired in connection with our acquisition of PyX
consummated on July 26, 2005. Includes 10,925 shares of common
stock that
are subject to the Lockup. Includes 45,830 shares issuable upon
exercise
of options exercisable within 60 days of the date of this
table.
|
(13) |
Acquired
in connection with our acquisition of PyX consummated on July 26,
2005.
Includes 10,925 shares of common stock. that are subject to the
Lockup.
|
(14)
|
Acquired
in connection with our acquisition of PyX consummated on July 26,
2005.
Includes 5,463 shares of common stock. that are subject to the
Lockup.
|
(15) |
Acquired
in connection with our acquisition of PyX consummated on July 26,
2005.
Includes 4,370 shares of common stock. that are subject to the
Lockup.
|
(16) |
Includes
330,000 shares and warrants to purchase 165,000 shares of common
stock
acquired in connection with the private placement completed on
July 26,
2005. Orin Hirschman is the managing member of AIGH Investment
Partners,
LLC and has voting and dispositive power with respect to such shares.
The
business address for the selling stockholder is 6006 Berkeley Ave.,
Baltimore, MD 21209.
|
(17) |
Includes
200,000 shares and warrants to purchase 100,000 shares of common
stock
acquired in connection with the private placement completed on
July 26,
2005. Paul Packer , managing member of Globis Capital Partners,
exercises
voting and dispositive power with respect to the such
shares.
|
(18) |
Includes
260,000 shares and warrants to purchase 130,000 shares of common
stock
acquired in connection with the private placement completed on
July 26,
2005. Tzvi Levy exercises voting and dispositive control with respect
to
such shares.
|
(19) |
Includes
140,000 shares and warrants to purchase 70,000 shares of common
stock
acquired in connection with the private placement completed on
July 26,
2005. Charles Alpert exercises voting and dispositive power with
respect
to such shares.
|
(20) |
Includes
140,000 shares and warrants to purchase 70,000 shares of common
stock
acquired in connection with the private placement completed on
July 26,
2005. Sisel Klurman exercises voting and dispositive power with
respect to
such shares.
|
(21) |
Includes
120,000 shares and warrants to purchase 60,000 shares of common
stock
acquired in connection with the private placement completed on
July 26,
2005. Reuven Dessler exercises voting and dispositive power with
respect
to such shares.
|
(22) |
Includes
60,000 shares and warrants to purchase 30,000 shares of common
stock
acquired in connection with the private placement completed on
July 26,
2005.
|
(23) |
Includes
100,000 shares and warrants to purchase 50,000 shares of common
stock
acquired in connection with the private placement completed on
July 26,
2005.
|
(24) |
Includes
80,000 shares and warrants to purchase 40,000 shares of common
stock
acquired in connection with the private placement completed on
July 26,
2005. Paul Packer , managing member of Globis Overseas Fund, Ltd.,
exercises voting and dispositive power with respect to the such
shares.
|
(25) |
Includes
80,000 shares and warrants to purchase 40,000 shares of common
stock
acquired in connection with the private placement completed on
July 26,
2005.
|
(26) |
Includes
40,000 shares and warrants to purchase 20,000 shares of common
stock
acquired in connection with the private placement completed on
July 26,
2005. Wilhelm Ungar exercises voting and dispositive power with
respect to
such shares.
|
(27) |
Includes
40,000 shares and warrants to purchase 20,000 shares of common
stock
acquired in connection with the private placement completed on
July 26,
2005.
|
(28) |
Includes
warrants to purchase 50,000 shares of common stock acquired in
connection
with the private placement completed on July 26, 2005. Abraham
Fruchthandler, general partner of Fame Associates, exercises voting
and
dispositive power with respect to such
shares.
|
(29) |
Includes
warrants to purchase 20,000 shares of common stock acquired in
connection
with the private placement completed on July 26, 2005.
|
(30) |
Includes
40,000 warrants to purchase 20,000 shares of common stock acquired
in
connection with the private placement completed on July 26, 2005.
|
(31) |
Includes
40,000 shares and warrants to purchase 20,000 shares of common
stock
acquired in connection with the private placement completed on
July 26,
2005.
|
(32) |
Includes
20,000 shares and warrants to purchase 10,000 shares of common
stock
acquired in connection with the private placement completed on
July 26,
2005.
|
(33) |
Includes
20,000 shares and warrants to purchase 10,000 shares of common
stock
acquired in connection with the private placement completed on
July 26,
2005.
|
(34) |
Includes
24,000 shares and warrants to purchase 12,000 shares of common
stock
acquired in connection with the private placement completed on
July 26,
2005.
|
(35) |
Includes
24,000 shares and warrants to purchase 12,000 shares of common
stock
acquired in connection with the private placement completed on
July 26,
2005.
|
(36) |
Includes
12,000 shares and warrants to purchase 6,000 shares of common stock
acquired in connection with the private placement completed on
July 26,
2005. Mr. Giordano, a person associated with a registered broker-dealer,
purchased such securities in the ordinary course of business for
his
personal account and investment and, at the time of the purchase
of
securities to be resold, Mr. Giordano had no agreements or understandings,
directly or indirectly, with any person to distribute the securities
(based on information provided to us by Mr.
Giordano).
|
(37)
|
Includes
20,000 shares and warrants to purchase 10,000 shares of common
stock
acquired in connection with the private placement completed on
July 26,
2005. Also includes 80,000 shares and warrants to purchase 40,000
shares
of common held by Globis Overseas Fund, Ltd. and 362,997 shares
and
warrants to purchase 100,000 shares of common stock held by Globis
Capital
Partners.
|
(38) |
Includes
20,000 shares and warrants to purchase 10,000 shares of common
stock
acquired in connection with the private placement completed on
July 26,
2005.
|
(39) |
Includes
20,000 shares and warrants to purchase 10,000 shares of common
stock
acquired in connection with the private placement completed on
July 26,
2005.
|
(40) |
Includes
20,000 shares warrants to purchase 10,000 shares of common stock
acquired
in connection with the private placement completed on July 26,
2005.
|
(41) |
Includes
20,000 shares and warrants to purchase 10,000 shares of common
stock
acquired in connection with the private placement completed on
July 26,
2005.
|
(42) |
Includes
6,800 shares and warrants to purchase 3,400 shares of common stock
acquired in connection with the private placement completed on
July 26,
2005.
|
(43) |
Includes
3,200 shares and warrants to purchase 1,600 shares of common stock
acquired in connection with the private placement completed on
July 26,
2005.
|
-
|
on
any national securities exchange or quotation service on which
the common
stock may be listed or quoted at the time of sale, including the
Nasdaq
SmallCap Market;
|
-
|
in
the over-the-counter market;
|
-
|
in
private transactions;
|
-
|
through
options;
|
-
|
by
pledge to secure debts and other obligations; or
|
-
|
a
combination of any of the above transactions.
|
(i)
|
Our
Annual Report on Form 10-K for the fiscal year ended October 31,
2004,
including all material incorporated by reference therein;
|
(ii)
|
Our
Quarterly Report on Form 10-Q for the quarter ended January 31,
2005;
|
(iii)
|
Our
Quarterly Report on Form 10-Q for the quarter ended April 30,
2005;
|
(iv)
|
Our
Quarterly Report on Form 10-Q for the quarter ended July 31,
2005;
|
(v)
|
Our
Current Report on Form 8-K dated January 1, 2005;
|
(vi)
|
Our
Current Report on Form 8-K dated January 31,
2005;
|
(vii)
|
Our
Current Report on Form 8-K dated March 28, 2005;
|
(viii)
|
Our
Current Report on Form 8-K dated May 4,
2005;
|
(ix)
|
Our
Current Report on Form 8-K dated April 30,
2005;
|
(x)
|
Our
Current Report on Form 8-K dated July 26, 2005;
|
(xi)
|
Our
Current Report on Form 8-K dated July 31, 2005;
and
|
(iix) |
The
description of the common stock contained in our Registration Statement
on
Form 8-A.
|
Securities
and Exchange Commission registration fee
|
$
|
1,769
|
||
Nasdaq
SmallCap Market additional shares listing fee
|
$
|
45,000
|
||
Legal
fees and expenses
|
$
|
5,000
|
||
Accounting
fees and expenses
|
$
|
2,500
|
||
Miscellaneous
|
$
|
1,000
|
||
Total
|
$
|
55,269
|
Exhibit
Number
|
Description
of Document
|
2.1*
|
Agreement
and Plan of Merger and Reorganization, dated March 28, 2005, by
and among
SBE, Inc., PyX Acquisition Sub, LLC, PyX Technologies, Inc. and
the
parties identified on Exhibit A thereto.
|
4.1*
|
Investor
Rights Agreement, dated July 26, 2005, between SBE, Inc. and the
investors
listed on Exhibit A thereto.
|
4.2*
|
Form
of warrant issued on July 26, 2005.
|
10.1*
|
Unit
Subscription Agreement, dated May 4, 2005, by and between SBE,
Inc. and
the other parties thereto.
|
5.1**
|
Opinion
of Cooley Godward llp
|
23.1
|
Consent
of BDO Seidman LLP, Independent Registered Public Accounting
Firm
|
23.2
|
Consent
of PricewaterhouseCoopers LLP, Independent Registered Public Accounting
Firm
|
23.3**
|
Consent
of Cooley Godward llp
included in Exhibit 5.1
|
24.1**
|
Power
of Attorney. See signature page.
|
*
|
Filed
as an exhibit to SBE’s Definitive Proxy Statement on Schedule 14A, filed
on June 24, 2005, and incorporated herein by
reference.
|
**
|
Previously
filed.
|
SBE, Inc. | ||
|
|
|
By: | /s/ Daniel Grey | |
Daniel Grey |
||
President and Chief Executive Officer |
Signature
|
Title
|
Date
|
/s/
Daniel Grey
Daniel
Grey
|
President
and Chief Executive Officer
(Principal
Executive Officer)
|
October
27, 2005
|
/s/
David W. Brunton
David
W. Brunton
|
Vice
President, Finance and
Chief
Financial Officer
(Principal
Financial and Accounting Officer)
|
October
27, 2005
|
*
Ronald
J. Ritchie
|
Chairman
of the Board
|
October
27, 2005
|
*
William
B. Heye, Jr.
|
Director
|
October
27, 2005
|
*
John
Reardon
|
Director
|
October
27, 2005
|
*
Marion
M. Stuckey
|
Director
|
October
27, 2005
|
Exhibit
Number
|
Description
of Document
|
2.1*
|
Agreement
and Plan of Merger and Reorganization, dated March 28, 2005, by
and among
SBE, Inc., PyX Acquisition Sub, LLC, PyX Technologies, Inc. and
the
parties identified on Exhibit A thereto.
|
4.1*
|
Investor
Rights Agreement, dated July 26, 2005, between SBE, Inc. and the
investors
listed on Exhibit A thereto.
|
4.2*
|
Form
of warrant issued on July 26, 2005.
|
10.1*
|
Unit
Subscription Agreement, dated May 4, 2005, by and between SBE,
Inc. and
the other parties thereto.
|
5.1**
|
Opinion
of Cooley Godward llp
|
23.1
|
Consent
of BDO Seidman LLP, Independent Registered Public Accounting
Firm
|
23.2
|
Consent
of PricewaterhouseCoopers LLP, Independent Registered Public Accounting
Firm
|
23.3**
|
Consent
of Cooley Godward llp
included in Exhibit 5.1
|
24.1**
|
Power
of Attorney.
|
*
|
Filed
as an exhibit to SBE’s Definitive Proxy Statement on Schedule 14A, filed
on June 24, 2005, and incorporated herein by
reference.
|
**
|
Previously
filed.
|