Sbe (NASDAQ:SBEI)
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SBE, Inc. (NASDAQ:SBEI), a provider of high-performance IP storage
solutions serving remote back-up and disaster recovery applications, today
announced that it has filed with the Securities and Exchange Commission,
and will soon mail to all SBE stockholders, its definitive proxy
materials relating to the previously announced merger of SBE and
Neonode, Inc., an increase in the number of shares authorized for
issuance under SBE’s 2006 Equity Incentive
Plan and an amendment and restatement of SBE’s
Amended and Restated Certificate of Incorporation to (i)effect a stock
combination (reverse stock split) of either 1-for-2 or 1-for-3, with the
specific ratio to be determined by SBE’s board
of directors, pursuant to which every two or three shares of
outstanding common stock, as applicable, would be reclassified into one
share of common stock; (ii) increase the authorized shares of common
stock from 25,000,000 to 40,000,000 and (iii) change SBE’s
name from SBE, Inc. to “Neonode Inc.”
A special meeting of SBE stockholders to vote on the proposed merger
agreement and the other proposals set forth in the definitive proxy
statement has been scheduled for August 10, 2007 at 9:00 a.m., local
time, at SBE’s corporate headquarters located
at 4000 Executive Parkway, Suite 200, San Ramon, California, 94583.
SBE stockholders of record as of July 3, 2007 will be entitled to vote
at the special meeting. Stockholders entitled to vote at the special
meeting may also vote by mail, telephone or via the Internet by
following instructions included in the proxy statement and printed on
the proxy card or by following the directions provided by their
individual broker dealer firm that accompanies the proxy statement. The
failure to vote or abstaining from voting will have the same effect as a
vote against the merger agreement and other proposals.
If the merger is approved, upon closing of the transaction, each
outstanding share of Neonode, Inc. common stock will be converted into
the right to receive 3.5319 shares of SBE common stock, subject to
adjustment for stock splits, combinations, reclassifications,
reorganizations or similar corporate transactions. For the merger to
occur, holders of a majority of the outstanding shares of SBE common
stock entitled to vote must approve and adopt the merger agreement.
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
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). More information is available at www.sbei.com.
SBE and the SBE logo are registered trademarks of SBE, Inc.
About Neonode
Neonode was founded in 2001 and is a Swedish developer of mobile
devices. The mobile devices are based on patented technologies which
enable a unique user experience. After shareholder approval of the
merger with SBE, the combined company's headquarters will be in
Stockholm, Sweden, where Neonode's current corporate headquarters is
located. More information is available at www.neonode.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.
Additional Information and Where to Find It
In connection with the proposed merger and required stockholder
approval, SBE has filed with the Securities and Exchange Commission, or
SEC, a definitive 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 CAREFULLY
AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED MERGER. The definitive proxy statement will be mailed to
the stockholders of record as of July 3, 2007, the record date. In
addition, 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, from the SEC’s
website at www.sec.gov. Investors may
also obtain copies of the proxy statement and other materials free of
charge from SBE’s website at www.sbei.com,
or by contacting 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, each of which have been filed with the SEC.