-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CcoH8XHUPTSzJeeSmKlFVnOkfbnw/tPQSrVQOyYngCeSUX3WHH9ZMVdBTvkYvDI/ RfbfnhvnjMGFsKNDJRYB/g== 0001144204-03-004530.txt : 20030814 0001144204-03-004530.hdr.sgml : 20030814 20030814111857 ACCESSION NUMBER: 0001144204-03-004530 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030807 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SBE INC CENTRAL INDEX KEY: 0000087050 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 941517641 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-08419 FILM NUMBER: 03844318 BUSINESS ADDRESS: STREET 1: 4550 NORRIS CANYON ROAD CITY: SAN RAMON STATE: CA ZIP: 94583 BUSINESS PHONE: 5103552000 MAIL ADDRESS: STREET 1: 4550 NORRIS CANYON RD CITY: SAN RAMON STATE: CA ZIP: 94583 8-K 1 doc1.txt 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. EX-2.1 3 doc3.txt EXHIBIT 2.1 August 7, 2003 D.R. Barthol & Company 317 Lennon Lane, Suite 200 Walnut Creek, CA. 94598 Re: Antares Microsystems Dear Don Barthol Assignee for the Benefit of Creditors of Antares Microsystems: SBE offers to purchase the following listed operating assets of Antares Microsystems ("Company") from you as Assignee effective August 7, 2003 for a total purchase price of $75,000. Upon acceptance of the offer by you, SBE will remit a check for $75,000 to you on August 8, 2003. OPERATING ASSETS PURCHASED BY SBE: - - The name Antares Microsystems, Inc. and derivatives thereof. - - All intellectual property including patents, trademarks, copyrights and propriety product designs. - - All license agreements naming the Company as licensee or licensor. - - Agreements to which patent, trademark, service mark or copyright has been sold or transferred to the Company. - - Agreements relating to source or objects code escrows. - - Distribution, marketing, advertising, public relations, sales representative and supplier agreements. - - Advertising, marketing and other selling materials currently used by the Company. - - All customer lists - - All product inventories including all finished goods, work in process and raw materials. - - All outstanding purchase orders received from customers for the Company's products. - - All computers or computing equipment including software owned or licensed that is used in the production, testing, manufacturing or development of the Company's current or future products. - - All computer or computing equipment including software owned or licensed that is used in to account for or control the Company's manufacturing, production or sales of products. - - All of the production or test work benches. - - All other tools and equipment used in the design, production, test, manufacturing or storage process for the Company's products. ASSETS AND LIABILITIES NOT PURCHASED BY SBE: - - Any outstanding liabilities or commitments incurred prior to the purchase of the operating assets by SBE. - - Any lease commitments for equipment, automobiles or real estate. - - Any loans or advances to the Company or to individuals or employees of the Company. - - Any payroll, sales or income taxes or other regulatory payments due by the Company. - - Any amounts owed to current or former employees of the Company. - - Any Accounts Receivable outstanding at the date of purchase or proceeds. - - Any furniture or fixtures owned or leased by the Company (with the exception of the production and test work benches). DATE: AUGUST 8, 2003 - ----------------------- /s/ David W. Brunton Accepted: /s/ Don Barthol - ---------------------- ----------------- David W. Brunton Don Barthol CFO D.R. Barthol & Company EX-99.1 4 doc2.txt EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACT: Elaine Chin SBE, Inc. (925) 355-7604 ychin@sbei.com SBE ACQUIRES ANTARES MICROSYSTEMS ACQUISITION EXPLOITS STRENGTHS IN BOTH ENTERPRISE SERVER AND EMBEDDED MARKETS SAN RAMON, CA, AUGUST 11, 2003-SBE Inc., (NASDAQ: SBEI), a leading supplier of high performance OEM communications solutions, today announced the purchase of the operating assets of Antares Microsystems, a privately-held provider of Ethernet and SCSI products serving the enterprise IT server market worldwide. In addition to its existing portfolio of PCI-based boards supporting Solaris and Linux, the Antares product line brings an arsenal of innovative, next generation solutions currently in final stages of development. This advanced breed of new products leverages Antares' R&D investment in TCP/IP Offload Engine (TOE), Serial Attach SCSI (SAS), and its expertise in failover and encryption. "Turning the TOE concept into real-world board-level solutions will be a key area of focus for SBE. Given the massive installed base of TCP/IP networking equipment enabling today's global electronic communications, the demand for board-level TOE solutions that alleviate the TCP host processor bottlenecks is significant and will only continue to increase as network bandwidth requirements escalate," commented William B. Heye, Jr., president and CEO of SBE. "Antares brings a wealth of products and intellectual property that will complement our existing offerings, and accelerate SBE's development of next generation technologies and products," stated Heye. "Acquiring Antares' technology and products is a significant step in SBE's continued commitment to delivering innovative solutions to address ever-changing customer needs, expanding and diversifying our market reach, and advancing the overall growth of the business," added Heye. Antares' field-tested portfolio of Ethernet, SCSI, Fibre Channel, and specialty I/O boards has penetrated the Enterprise Sun and Linux markets. Antares products have been integrated into a variety of applications, including storage area networks and mission-critical data centers. Providing optimized price/performance products for Solaris in financial, IT, manufacturing, and government sectors, Antares has secured a solid customer base of both domestic and global distributors, resellers, and OEMs, including Sun Microsystems, Yahoo, Lockheed Martin, Boeing, and General Dynamics. Distribution channels for Antares products have been established both domestically and in overseas markets, such as Europe, Asia, and Australia. "The Antares customer base and distribution channels are highly complementary to those of SBE. Joining the technologies of the two companies will allow us to deliver increased value to the combined customer base through a broader product portfolio and enhanced capabilities," commented Daniel Grey, Senior Vice President of Sales and Marketing for SBE. "The addition of the Antares product line enables SBE to introduce an impressive collection of WAN, LAN, SCSI, Fibre Channel, and carrier cards across both the enterprise server and embedded markets. We expect the expanded product breadth and functionality to capture increased market share in existing target territories while the new products, such as TOE and SAS, realize breakthroughs into new customer applications," continued Grey. ABOUT SBE SBE architects and provides network communications solutions for an extensive range of applied computing applications. SBE offers a robust portfolio of standards-based WAN/LAN adapters and communications controllers designed to enable optimal performance and rapid deployment across a full spectrum of next generation networking systems. Based in San Ramon, California, SBE is a publicly traded company (Nasdaq: SBEI) with products sold worldwide through direct sales, OEMs and system integration partners. For additional information, please visit www.sbei.com. For more information, contact: SBE, INC. Elaine Chin (925) 355-7604 ychin@sbei.com # # # This news release contains certain forward-looking statements that involve risks and uncertainties, including statements about new product features, market opportunity for new products, and the demand for services that may be offered by SBE's customers. Such statements are only predictions and the company's actual results may differ materially from those anticipated in these forward-looking statements. Factors that may cause such differences include, but are not limited to risks related to rapidly changing product requirements, the introduction of new products, market acceptance of the Company' products, and reliance on strategic partners. These factors and others are more fully discussed in the documents SBE files with the Securities and Exchange Commission, including SBE's Annual Report on Form 10-K. SBE and the SBE logo are registered trademarks of SBE, Inc. All other brand or product names are trademarks or registered trademarks of their respective holders. -----END PRIVACY-ENHANCED MESSAGE-----