As filed with the Securities and Exchange Commission on August 11, 2000
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)
1998 NON-OFFICER 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)
------------
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 5
1
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=====================================================================================================
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
----------------- ---------------- ------------------- ------------------- -----------------
<S> <C> <C> <C> <C>
Stock Options and
Common Stock (par
value $.001) 200,000 shares $ 18.9375 $ 3,787,500 $ 999.90
=====================================================================================================
<FN>
(1) This registration statement is intended to cover the offering of up to 200,000 additional shares of the
Registrant's Common Stock pursuant to its 1998 Non-Officer 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)
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 Plan in accordance with Rule 457(h) under the Act and (b) the average
of the high and low prices of the Registrant's Common Stock as reported on the Nasdaq National Market on
August 9, 2000, 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 regi-
stration fee:
</TABLE>
<TABLE>
<CAPTION>
===============================================================================================================
TYPE OF SHARES NUMBER OF SHARES OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE
------------------------------ ---------------- ------------------------ ------------------------
<S> <C> <C> <C>
Shares issuable pursuant to
outstanding options under the
1998 Non-Officer Stock Option
Plan $__________(1)(a)
Shares issuable pursuant to
unissued stock options under
the 1998 Non-Officer Stock
Option Plan 200,000 $ 18.9375 (1)(b) $ 3,787,500
Proposed Maximum Aggregate
Offering Price $ 3,787,500
Registration Fee $ 999.90
<FN>
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Regulatory
Statement becomes effective.
===============================================================================================================
</TABLE>
2
<PAGE>
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8 NO. 333-63377
The contents of Registration Statement on Form S-8 No. 333-63377 filed with
the Securities and Exchange Commission on September 15, 1998, are incorporated
by reference herein with such modifications as are set forth below.
Additionally, the contents of Current Report on Form 8-K filed July 28, 2000 are
Incorporated by reference herein.
EXHIBITS
EXHIBIT
NUMBER
======
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 Power of Attorney is contained on the signature pages
99.1* 1998 Non-Officer Stock Option Plan
99.2* Form of Stock Option Agreement and Grant Notice used in
connection with the 1998 Non-Officer Stock Option Plan
* Incorporated by reference to the contents of Registration Statement on Form
S-8 No. 333-63377 filed with the Securities and Exchange Commission on September
15, 1998.
3
<PAGE>
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 August 11, 2000.
SBE, INC.
By: /s/ Timothy J. Repp
-------------------
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 August 11, 2000
----------------------- Officer (Principal Executive
William B. Heye, Jr. Officer)
/s/ Timothy J. Repp Vice President, Finance, Chief August 11, 2000
--------------------- Financial Officer and Secretary
Timothy J. Repp (Principal Financial Officer and
Accounting Officer)
/s/ Raimon L. Conlisk Director, Chairman of the Board August 11, 2000
---------------------
Raimon L. Conlisk
/s/ Ronald J. Ritchie Director August 11, 2000
---------------------
Ronald J. Ritchie
/s/ Randall L-W. Caudill Director August 11, 2000
------------------------
Randall L-W. Caudill
4
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION SEQUENTIAL PAGE NUMBERS
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 Registration Statement 6
24.1 Power of Attorney is contained on the signature pages 4
99.1* 1998 Non-Officer Stock Option Plan
99.2* Form of Stock Option Agreement and Grant Notice used in
connection with the 1998 Non-Officer Stock Option Plan
* Incorporated by reference to the contents of Registration Statement on Form
S-8 No. 333-63377 filed with the Securities and Exchange Commission on September
15, 1998.
5
