UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): AUGUST 7, 2003
SBE, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 0-8419 94-1517641
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
2305 CAMINO RAMON, SUITE 200
SAN RAMON, CA 94583
(Address of principal executive offices, including zip code)
(925) 355-2000
(Registrant's telephone number, including area code)
ITEM 2 ACQUISITION OR DISPOSITION OF ASSETS
Effective as of August 7, 2003, SBE, Inc. (the "Company") purchased
substantially all of the assets of Antares Microsystems, Inc., a California
corporation ("Antares"), excluding cash and accounts receivables, from D.R.
Barthol & Company ("Barthol") as Assignee for the Benefit of Creditors of
Antares for a purchase price of $75,000 in cash.
The amount of consideration paid by the Company in connection with the
asset acquisition was determined by arms length negotiation among the parties.
The purchase price for the assets was funded by SBE from working capital. There
was no material relationship between Barthol or Antares and the Company or any
of its affiliates, any director or officer of the Company, or any associate of
any such director or officer.
Antares had used the assets acquired to develop, market and sell Ethernet
and SCSI products. The Company will continue to use the assets acquired for
these or similar purposes.
A copy of the press release issued by Registrant on August 11, 2003
concerning the foregoing transaction is attached as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
ITEM 7 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Financial Statements of the Business Acquired
The required financial statements will be filed by amendment on Form 8-K as
soon as practicable, but no later than 60 days after the date this Current
Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information
The required financial statements will be filed by amendment on Form 8-K as
soon as practicable, but no later than 60 days after the date this Current
Report on Form 8-K is required to be filed.
(c) Exhibits
EXHIBIT NO. DESCRIPTION
2.1 Asset Purchase Agreement dated August 8, 2003, by and between D.R.
Barthol & Company and SBE, Inc.
99.1 Press Release of SBE, Inc. dated August 11, 2003.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
SBE, INC.
Date: August 14, 2003 /s/ David Brunton
-------------------
David Brunton
Chief Financial Officer, Vice
President, Finance and Secretary
INDEX TO EXHIBITS
2.1 Asset Purchase Agreement dated August 8, 2003, by and between D.R.
Barthol & Company and SBE, Inc.
99.1 Press Release of SBE, Inc. dated August 11, 2003.