Sbe (NASDAQ:SBEI)
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SBE, Inc. (“SBE” or
the “Company”)
(NASDAQ:SBEI), a provider of high-performance IP storage solutions
serving remote back-up and disaster recovery applications, today
announced that the NASDAQ Listing Qualifications Panel has granted SBE’s
request for continued listing on the NASDAQ Stock Market subject to
certain conditions listed below. This action follows recent steps taken
by SBE to come into compliance with NASDAQ requirements for continued
listing including a gain to stockholders’
equity resulting from the $2.2 million sale of its embedded hardware
business to One Stop Systems, Inc. on March 30, 2007 and an increase in
bid price resulting from the 1-for-5 reverse stock split effected on
April 2, 2007.
Previously, SBE had received NASDAQ Staff Determination letters
informing the Company that it was not in compliance as set forth in
Marketplace Rule 4310(c)(4), which requires the Company to maintain a
minimum bid price of $1.00 and Marketplace Rule 4310(c)(2)(B), which
requires the Company to maintain minimum stockholders' 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.
SBE’s continued listing is subject to certain
specified conditions, including:
1. On or before April 17, 2007, the Company must have evidenced a
closing bid price of $1.00 or more for a minimum of ten prior
consecutive trading days.
2. On or before April 30, 2007, the Company shall file an initial
listing application with The NASDAQ Stock Market with respect to the
pending merger with Neonode, unless the Company delays or decides not to
go forward with the merger.
3. On or before May 31, 2007, the Company must file a Form 8-K with pro
forma financial information indicating that it plans to report
shareholders’ equity of $2.5 million or
greater as of quarter end.
4. The Company shall immediately notify the Panel if it enters into an
agreement to sell, transfer or otherwise dispose of its software
business before it consummates a merger with Neonode, and the Panel may
revisit its exception.
“We are pleased that NASDAQ has granted our
request for continued listing. We have worked diligently to come into
compliance and look forward to the impending merger of SBE with Neonode,”
said Greg Yamamoto, President and Chief Executive Officer of SBE.
On January 19, 2007, the Company entered into a definitive merger
agreement with Neonode Inc., a Delaware corporation. Founded in 2001,
Neonode is a Swedish developer and pioneer of touchscreen mobile phones.
Neonode’s patented zForce™
touchscreen technology and Neno™ user
interface combine to maximize display area and provide a unique
one-hand, onscreen navigation experience. In February 2007, Neonode
showcased its new mobile phone, the N2, at the 3GSM World Congress in
Barcelona, Spain to critical acclaim. Neonode recently announced its
first purchase order for the N2 mobile phone from MyPhone in Greece.
It is anticipated that the Company will change its name to “Neonode
Inc.” upon consummation of the merger. This
transaction requires the approval of the SBE stockholders, and the
Company is in the process of preparing a proxy statement for such
purpose.
About SBE
SBE designs and provides IP-based storage networking solutions for an
extensive range of business critical applications, including back-up and
disaster recovery. SBE delivers a portfolio of scalable, standards-based
hardware and software products designed to enable optimal performance
and rapid deployment across a wide range of next-generation storage
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. More information is available at www.sbei.com.
Forward-Looking Statements
This news release contains certain forward-looking statements that
involve risks and uncertainties, including statements about consummation
of the proposed merger transaction. Such statements are only predictions
and the company's actual results may differ materially from those
anticipated in these forward-looking statements. Factors that may cause
such differences include, but are not limited to, the ability of SBE and
Neonode to comply with the closing conditions necessary in order to
consummate the transactions. These factors and others are more fully
discussed in the documents the company files from time to time with the
Securities and Exchange Commission, particularly, the company's most
recent Form 10-K and Form 10-Q.
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.
Additional Information and Where to Find It
In connection with the proposed merger and required stockholder
approval, SBE intends to file with the Securities and Exchange
Commission, or SEC, a proxy statement on Schedule 14A that will be
mailed to the stockholders of SBE. INVESTORS AND SECURITY HOLDERS OF SBE
ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT MATERIALS
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED MERGER. The definitive proxy statement
will be mailed to the stockholders as of a record date to be established
for voting on the proposed merger. Investors and security holders will
be able to obtain free copies of the proxy statement, as well as other
filed materials containing information about SBE, at www.sec.gov,
the SEC's website. Investors may also access the proxy statement and the
other materials at www.sbei.com, or
obtain copies of such material by request to SBE's Corporate Secretary
at: SBE, Inc., 4000 Executive Parkway, Suite 200, San Ramon, CA 94583.
SBE and its officers and directors may be deemed to have participated in
the solicitation of proxies from SBE's stockholders in favor of the
approval of the merger. Information concerning SBE's directors and
executive officers is set forth in the publicly-filed documents of SBE.
Stockholders may obtain more detailed information regarding the direct
and indirect interests of SBE and its directors and executive officers
in the merger by reading the preliminary and definitive proxy statements
regarding the merger, which will be filed with the SEC.