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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001144204-05-014147.txt : 20050505
<SEC-HEADER>0001144204-05-014147.hdr.sgml : 20050505
<ACCEPTANCE-DATETIME>20050505163201
ACCESSION NUMBER:		0001144204-05-014147
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20050504
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20050505
DATE AS OF CHANGE:		20050505

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:		05804028

	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
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>v017549_8k.txt
<TEXT>

                                  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): May 5, 2005


                                    SBE, Inc.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


         Delaware                  0-8419                   94-1517641
- --------------------------------------------------------------------------------
(State or other jurisdiction    (Commission               (IRS Employer
       of incorporation)        File Number)           Identification No.)


2305 Camino Ramon, Suite 200, San Ramon, California             94583
- ---------------------------------------------------           ---------
      (Address of principal executive offices)                (Zip Code)

        Registrant's telephone number, including area code (925) 355-2000


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):

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|X|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

Item 1.01 Entry into a Material Definitive Agreement.

On May 4, 2005, SBE, Inc., a Delaware corporation ("SBE"), entered into a unit
subscription agreement with AIGH Investment Partners, LLC and other accredited
investors providing for the private placement of SBE common stock and warrants
to purchase SBE common stock with gross proceeds to SBE of $5,150,000. The unit
subscription agreement provides that the investors will invest $5,150,000 for
units consisting of one share of SBE common stock and a warrant to purchase 0.5
of a share of SBE common stock. The price per unit is to be the lowest of:

      o     $2.50;

      o     92% of the average closing sale price per share of SBE's common
            stock as quoted on the Nasdaq SmallCap Market for the five preceding
            consecutive trading days on which SBE's common stock trades ending
            on the date immediately before the closing date of the private
            placement; and

      o     95% of the the closing sale price per share of SBE's common stock as
            quoted on The Nasdaq SmallCap Market on the trading day on which
            SBE's common stock trades immediately preceding the closing date of
            the private placement.

SBE has the right to terminate the unit subscription agreement and not close the
transaction if the price per unit is less than $2.00.

The purchasers in the private placement will have the right to participate in
any future private placements of SBE's equity securities for a period of two
years following the closing of the private placement. These rights are subject
to certain customary exceptions, including, among other things, issuances of
common stock to employees, officers and directors under SBE's equity
compensation plans.

The warrants issued in connection with the private placement will have a term of
five years and will be exercisable at a per share price equal to 133% of the
unit price, subject to proportional adjustments for stock splits, stock
dividends, recapitalizations and the like. In addition, the shares of SBE's
common stock issuable upon exercise of the warrants will be subject to
adjustment in the event SBE issues shares of its common stock at a price less
than the then applicable purchase price of the warrants, subject to certain
customary exceptions, including, among other things, issuances to employees,
officers and directors under SBE's equity compensation plans. The warrants will
also contain a cashless exercise feature.

SBE has agreed to file a registration statement within 60 days after completion
of the private placement registering for resale the shares of our common stock,
including shares issuable upon exercise of the warrants, issued to the
purchasers in the private placement.

The completion of the private placement depends on the satisfaction or waiver of
customary conditions to closing, as well as:

      o     the approval of SBE's stockholders of the private placement and
            SBE's previously-announced proposed acquisition of PyX Technologies,
            Inc.;

      o     SBE's completion of its acquisition of PyX Technologies, Inc.; and

      o     entry by PyX Technologies, Inc. into a reseller agreement with LSI
            Logic.

SBE's executive officers and members of its board of directors have entered into
a voting agreement pursuant to which they have agreed, subject to the terms and
conditions of the voting agreement, to vote all of their shares of common stock
in favor of the private placement and any other matter necessary to effect the
transactions.

Important Additional Information Will Be Filed With The SEC

In connection with the proposed transaction and SBE's proposed acquisition of
PyX Technologies, Inc., SBE. intends to file a proxy statement and other
relevant materials with the Securities and Exchange Commission ("SEC"). BEFORE
MAKING ANY VOTING DECISION WITH RESPECT TO THE PROPOSED TRANSACTIONS, INVESTORS
AND STOCKHOLDERS OF SBE ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT
MATERIALS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTIONS. The proxy statement and other relevant materials, and any other


                                                                               2
<PAGE>

documents filed by SBE with the SEC, may be obtained free of charge at the SEC's
web site at www.sec.gov. In addition, investors and stockholders of SBE may
obtain free copies of the documents filed with the SEC by contacting the Chief
Financial Officer of SBE at (925) 355-7700 or by writing to the Chief Financial
Officer at SBE, Inc., 2305 Camino Ramon, Suite 200, San Ramon, CA 94583. You may
also read and copy any reports, statements, and other information filed by SBE
with the SEC at the SEC public reference room at 450 Fifth Street, NW, Room
1200, Washington, D.C. 20549. Please call the SEC at (800) SEC-0330 or visit the
SEC's web site for further information on its public reference room.

SBE and its executive officers and directors may be deemed to be participants in
the solicitation of proxies from the SBE stockholders in favor of the proposed
transactions. Certain executive officers and directors of SBE may have interests
in the proposed transactions that may differ from the interests of stockholders
generally. These interests, if any, will be described in the proxy statement
when it becomes available.

Item 8.01 Other Events.

On May 5, 2005, SBE issued a press release announcing the execution of the unit
subscription agreement. The press release is attached as Exhibit 99.1 and is
incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

      99.1  Text of joint press release, dated May 5, 2005.


                                                                               3
<PAGE>

                                   SIGNATURES

      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 hereunto duly authorized.


                                                              SBE, Inc.

May 5, 2005
                                      By: /s/ David Brunton
                                          -------------------------------------

                                                    David Brunton
                                               Chief Financial Officer


                                                                               4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>v017549_ex99-1.txt
<TEXT>
EXHIBIT 99.1

FOR IMMEDIATE RELEASE                  For more information contact:

                                       David Brunton, Chief Financial Officer
                                       SBE, Inc.
                                       (925) 355-7700
                                       davidb@sbei.com


         SBE Announces Agreement to Raise $5,150,000 in Equity Financing

San  Ramon,  CA - May 5,  2005  -- SBE  Inc.,  (NASDAQ:  SBEI),  a  provider  of
high-performance OEM communications and storage solutions,  today announced that
it has  executed  a  definitive  agreement  to  raise  $5,150,000  in a  private
placement  of common  stock  and  warrants  with  individual  and  institutional
accredited investors. The financing is intended to enable SBE to further develop
and  commercialize  the iSCSI software  solutions of PyX  Technologies,  Inc. On
March 28, 2005,  SBE  announced it had signed a definitive  merger  agreement to
acquire PyX  Technologies,  Inc., a privately-held  company  specializing in the
development of iSCSI software solutions.

Under the  financing  agreement,  SBE will issue  shares of its common stock and
warrants  in units  comprised  of one  share of common  stock  and a warrant  to
purchase 0.5 share of common stock. The price per unit will be the lowest of (a)
$2.50,  (b) 92% of the average  closing  sale price of SBE's common stock over a
five-day  period  preceding the closing and (c) 95% of the closing sale price of
SBE's  common  preceding  the  closing.  SBE will  not  obligated  to close  the
financing if the price per share is below $2.00.  The warrants  will have a term
of five years and have an exercise price equal to 133% of the unit price,  which
is subject to downward adjustment if SBE makes certain issuances of common stock
below the exercise price during the term of the warrants.

SBE expects to complete the  financing in its third fiscal  quarter,  concurrent
with its acquisition of PyX,  subject to satisfaction of closing  conditions set
forth in the financing agreements.  In addition to customary closing conditions,
the financing is subject to the approval of SBE's  stockholders  and  contingent
upon the closing of the PyX acquisition.

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,  Storage  network  interface  cards (NICs) as well as
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.

Required statement under Rule 14a-12 under the Securities Act of 1934:

In  connection  with the  proposed  acquisition  of PyX  Technologies,  Inc. and
financing,  SBE intends to file a proxy  statement and other relevant  materials
with the Securities and Exchange  Commission  ("SEC").  BEFORE MAKING ANY VOTING
DECISION WITH RESPECT TO THE PROPOSED  TRANSACTIONS,  INVESTORS AND STOCKHOLDERS

<PAGE>

OF SBE ARE  URGED TO READ THE  PROXY  STATEMENT  AND  OTHER  RELEVANT  MATERIALS
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS.
The proxy statement and other relevant materials,  and any other documents filed
by SBE with the SEC,  may be  obtained  free of  charge at the SEC's web site at
www.sec.gov.  In addition,  investors  and  stockholders  of SBE may obtain free
copies of the  documents  filed with the SEC by contacting  the Chief  Financial
Officer of SBE at (925) 355-7700 or by writing to the Chief Financial Officer at
SBE, Inc., 2305 Camino Ramon,  Suite 200, San Ramon, CA 94583. You may also read
and copy any reports,  statements,  and other  information filed by SBE with the
SEC at the SEC  public  reference  room at 450  Fifth  Street,  NW,  Room  1200,
Washington, D.C. 20549. Please call the SEC at (800) SEC-0330 or visit the SEC's
web site for further information on its public reference room.

SBE and its executive officers and directors may be deemed to be participants in
the  solicitation of proxies from the SBE  stockholders in favor of the proposed
transactions. Certain executive officers and directors of SBE may have interests
in the proposed  transaction  that may differ from the interests of stockholders
generally.  These  interests,  if any, will be described in the proxy  statement
when it becomes available.

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.


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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