UNITED
STATES
SECURITIES
AND EXCHANGE 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):
March 20, 2007
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SBE,
INC.
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(Exact
name of registrant as specified in its charter)
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Delaware
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0-8419
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94-1517641
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer Identification No.)
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of
incorporation)
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4000
Executive Parkway, Suite 200
San
Ramon, CA
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94583
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (925)
355-2000
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Not
Applicable
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(Former
name or former address, if changed since last
report.)
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Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see
General
Instruction A.2. below):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM
3.01: NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR
STANDARD; TRANSFER OF LISTING
On
March
20, 2007, SBE, Inc. (the “Company”) received a staff determination letter from
The Nasdaq Stock Market (“Nasdaq”) that the Company’s common stock is subject to
delisting from The Nasdaq Capital Market due to its failure to comply with
Marketplace Rule 4310(c)(2)(B) which requires the Company to maintain minimum
shareholders’ equity of $2.5 million, or $35.0 million market value of listed
securities, or $500,000 of net income from continuing operations for the most
recently completed fiscal year or two of the three most recently completed
fiscal years.
As
previously reported, on January 11, 2007, the Company received a staff
determination letter from Nasdaq stating that it's common stock is subject
to
delisting from The Nasdaq Capital Market for failure to comply with Marketplace
Rule 4310(c)(4) which requires the Company to maintain a minimum bid price
of
$1.00. The Company filed an appeal of the staff’s determination of January 11,
2007 to the Nasdaq Listings Qualifications Panel (the Panel). Delisting of
the
Company’s stock from Nasdaq is stayed pending the determination of the Panel.
The appeals hearing was held on February 22, 2007 and the Company is awaiting
the Panel’s determination. The Panel has indicated that it will also consider
the Company’s failure to maintain a minimum shareholders’ equity of $2.5 million
in rendering a determination regarding the Company’s continued listing on The
Nasdaq Capital Market. Pursuant to Marketplace Rule 4804(c), the Company has
until March 27, 2007 to present its plan of corrective action to the Panel.
A
special
meeting of the SBE stockholders has been scheduled for March 29, 2007 to approve
the sale of the company’s embedded hardware business to One Stop Systems and to
approve a 1 for 5 reverse stock split. A proxy statement detailing the sale
transaction and reverse stock split has been mailed to all SBE shareholders
of
record as of March 6, 2007. The reverse stock split will be sufficient to
increase the bid price on the company’s common stock to $1.00 or more and the
company will record a gain on the sale of its embedded hardware business that
will be sufficient to correct the deficit in stockholders’ equity, correcting
both the bid price and shareholder equity deficiencies.
A
copy of
the Company’s press release announcing receipt of the staff determination letter
is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
| 99.1 |
Press Release, dated March 23,
2007. |
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.
Dated:
March 23, 2007
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SBE,
Inc.
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By: |
/s/ David
W
Brunton |
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David
W Brunton
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INDEX
TO EXHIBITS
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Exhibit
Number
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Description
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99.1
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Press
Release of SBE, Inc., dated March 23,
2007
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