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):
July 19, 2007
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):
[
] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
] 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))
Item
1.01. Entry into a Material Definitive Agreement.
On
July
19, 2007, SBE, Inc., a Delaware corporation, entered into a Mutual General
Release, referred to in this report as the release, with Andre Hedrick, SBE’s
former Chief Technical Officer. Prior to joining SBE, Mr. Hedrick was the
Chief Technical Officer of PyX Technologies, Inc., which was acquired by SBE
in
July 2005 pursuant to an agreement and plan of merger, referred to in this
report as the merger agreement, dated March 28, 2005, among SBE, PyX Acquisition
Sub, LLC, PyX and certain shareholders of PyX, including Mr.
Hedrick.
The
merger agreement provided for the placement of 92,000 shares of SBE’s common
stock into an escrow account upon consummation of the merger in order to satisfy
the signing shareholders’ indemnification obligations relating to
representations and warranties made in the merger agreement. In July 2006,
in
connection with a dispute between SBE and Mr. Hedrick, SBE made a claim against
the shares of common stock that had been placed in escrow. The release provides
for, among other things, SBE’s release of the shares of common stock against
which it had made a claim. In connection with the execution of the release,
the
shares held in escrow have been released to the former PyX
shareholders.
This
description of the release is qualified in its entirety by the terms and
conditions of the release, which is filed as Exhibit 1.1 hereto, and is
incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number
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Description
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1.1
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Mutual
General Release, dated July 19, 2007, between SBE, Inc. and Andre
Hedrick.
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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:
July 20, 2007
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SBE,
Inc.
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By:
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/s/
David Brunton
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David
Brunton
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Chief
Financial Officer
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INDEX
TO EXHIBITS
Exhibit
Number
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Description
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1.1
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Mutual
General Release, dated July 19, 2007, between SBE, Inc. and Andre
Hedrick..
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