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):
August 21, 2006
|
SBE,
INC.
|
|
(Exact
name of registrant as specified in its
charter)
|
|
Delaware
|
|
0-8419
|
|
94-1517641
|
|
(State
or other jurisdiction
|
|
(Commission
File Number)
|
|
(IRS
Employer Identification No.)
|
|
of
incorporation)
|
|
|
|
|
|
4000
Executive Parkway, Suite 200
San
Ramon, CA
|
|
94583
|
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
| |
|
Registrant’s
telephone number, including area code: (925)
355-2000
|
| |
|
Not
Applicable
|
|
(Former
name or former address, if changed since last
report.)
|
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
1.02: Termination of a Material Definitive Agreement.
As
previously announced in January and March 2006, SBE, Inc. (“SBE”) has
implemented a company-wide salary reduction program under which all employees’
salaries have been reduced and under which the members of SBE’s Board of
Directors (the “Board”) ceased to receive any cash compensation, and has been
making stock grants to all employees and Board members of SBE pursuant to SBE’s
2006 Equity Incentive Plan. Under this stock grant program, since March 2006,
at
the time of each regular payroll date of SBE, each employee has received a
stock
bonus for a number of shares equal to (a) the dollar amount by such employee’s
gross salary was reduced for such payroll period pursuant to SBE’s salary
reduction program, divided by (b) 85% of the closing price of SBE’s Common Stock
on a date within five business days prior to the payroll date, such date to
be
selected by SBE in its sole discretion. In addition, since such time, each
non-employee member of the Board has received a monthly stock bonus for a number
of shares equal to (a) his monthly director fee ($3,750 in the case of the
Chairman of the Board and $2,500 in the case of all other non-employee
directors), divided by (b) 85% of the closing price of SBE’s Common Stock on a
date within five business days prior to the payment date, such date to be
selected by SBE in its sole discretion.
On
August
21, 2006, the Board suspended the stock grant program for all members of the
Board and the following officers of SBE: Greg Yamamoto, David Brunton, Leo
Fang,
Nelson Abal and Kirk Anderson. The suspension shall be effective as of August
1,
2006 for all members of the board and effective as of August 16, 2006 for all
affected officers. Despite suspension of the stock grant program, the
previously-announced salary reductions and cessation of cash Board compensation
will remain in effect until such time as the Board shall determine. The Board
anticipates that it will adopt a bonus plan for the affected individuals that
will pay a prescribed amount of cash or stock upon SBE’s completion one of a
number of specified milestones to be set forth in a written bonus plan, provided
that the affected individual remains employed by the Company or a member of
the
Board at the time such milestone is achieved. SBE will make an announcement
of
such bonus plan at the time it is adopted by the Board.
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:
August 22, 2006
| |
|
|
| |
SBE,
Inc.
|
|
|
|
| |
By: |
/s/
David W. Brunton
|
| |
David
W. Brunton
|
| |
Chief
Financial Officer
|