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SECURITIES EXCHANGE AND COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 14, 2000
SBE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-8419 94-1517641
(Commission File No.) (I.R.S. Employer Identification No.)
4550 NORRIS CANYON ROAD
SAN RAMON, CA 94583-1369
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (925) 355-2000
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ITEM 5. OTHER EVENTS.
A. LAN MEDIA CORPORATION
On July 14, 2000, the registrant, SBE, Inc. (the "Company"),
acquired the outstanding capital stock of LAN Media Corporation, a California
corporation ("LMC"), pursuant to that certain Agreement and Plan of Merger (the
"Agreement"), dated as of July 14, 2000, by and among: the Company; Telecom
Acquisition Sub, Inc., a wholly-owned subsidiary of the Company; LMC; and the
shareholders of LMC (the "Acquisition"). A copy of the Agreement is attached as
Exhibit 5.1. LMC became a wholly-owned subsidiary of the Company as a result of
the merger of LMC with and into the Company's wholly-owned subsidiary. As
consideration for the Acquisition, the Company issued 316,101 shares of its
common stock (the "Shares") to the shareholders of LMC in exchange for such
shareholders' shares of LMC common stock. In addition, the Company assumed the
outstanding options of LMC held by LMC's optionholders. The Company has agreed
to file a registration statement under the Securities Act of 1933 on Form S-3
with respect to the Shares and on Form S-8 with respect to the options assumed
by the Company. The transfer or resale of the Shares will be restricted for a
period of one year commencing on July 14, 2000, with 25% of the Shares being
released from this restriction on a quarterly basis.
On July 14, 2000, in connection with the Acquisition, the
Company also entered into a Registration Rights Agreement with the shareholders
of LMC, an Escrow Agreement with Ronald C. Crane as agent for the shareholders
of LMC and State Street Bank and Trust Company of California, N.A. as escrow
agent, and an Employment Agreement with Ronald C. Crane. Copies of these
Agreements are attached as Exhibits 5.2, 5.3 and 5.4, respectively.
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ITEM 7. Exhibits
(c) The following exhibits are included with this report:
EXHIBIT NUMBER EXHIBIT
<S> <C>
5.1 Agreement and Plan of Merger, dated as of
July 14, 2000, by and among SBE, Inc.,
Telecom Acquisition Sub, Inc., LAN Media
Corporation, and the shareholders of LAN
Media Corporation.
5.2 Registration Rights Agreement, dated as of
July 14, 2000, by and among SBE, Inc. and
the shareholders of LAN Media Corporation.
5.3 Escrow Agreement, dated as of July 14, 2000,
by and among SBE, Inc., Ronald C. Crane as
agent for the shareholders of LMC, and State
Street Bank and Trust Company of California.
5.4 Employment Agreement, dated as of July 14,
2000, by and between Ron Crane and SBE, Inc.
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SIGNATURE
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, thereunto duly authorized.
SBE, INC.
Dated: July 28, 2000 By: /s/ Timothy J. Repp
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Timothy J. Repp
Chief Financial Officer and
Vice President, Finance
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
<S> <C>
5.1 Agreement and Plan of Merger, dated as of July 14,
2000, by and among SBE, Inc., Telecom Acquisition
Sub, Inc., LAN Media Corporation, and the
shareholders of LAN Media Corporation
5.2 Registration Rights Agreement, dated as of July 14,
2000, by and among SBE, Inc. and the shareholders of
LAN Media Corporation.
5.3 Escrow Agreement, dated as of July 14, 2000, by and
among SBE, Inc., Ronald C. Crane as agent for the
shareholders of LMC, and State Street Bank and Trust
Company of California.
5.4 Employment Agreement, dated as of July 14, 2000, by
and between Ron Crane and SBE, Inc.
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