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.