Neonode Inc. — Major Shareholding Notification 2000

Jan 10, 2000

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 SBE, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 783873-20-1 (CUSIP Number) Kenneth D. Heller, Esq. Cannell Capital Management 600 California Street, San Francisco, California 94108 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 20, 1999 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [x] Rule 13d-1(c) [ ] Rule 13d-1(d) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 783873-20-1 SCHEDULE 13G Page 2 of 10 1 Name of Reporting Person J. Carlo Cannell D/B/A Cannell Capital Management IRS Identification No. of Above Person 2 Check the Appropriate Box if a Member of a Group (a) [x] (b) [ ] 3 SEC USE ONLY 4 Citizenship or Place of Organization United States 5 Sole Voting Power -0- NUMBER OF 6 Shared Voting Power SHARES BENEFICIALLY 165,300 OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH -0- 8 Shared Dispositive Power 165,300 9 Aggregate Amount Beneficially Owned by each Reporting Person 165,300 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares[ ] 11 Percent of Class Represented by Amount in Row 9 5.83% 12 Type of Reporting Person IA CUSIP No. 783873-20-1 SCHEDULE 13G Page 3 of 10 1 Name of Reporting Person Tonga Partners, LP IRS Identification No. of Above Person 94-3164039 2 Check the Appropriate Box if a Member of a Group (a) [x] (b) [ ] 3 SEC USE ONLY 4 Citizenship or Place of Organization Delaware 5 Sole Voting Power 80,000 NUMBER OF 6 Shared Voting Power SHARES BENEFICIALLY -0- OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH 80,000 8 Shared Dispositive Power -0- 9 Aggregate Amount Beneficially Owned by each Reporting Person 165,300 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares[ ] 11 Percent of Class Represented by Amount in Row 9 5.83% 12 Type of Reporting Person PN CUSIP No. 783873-20-1 SCHEDULE 13G Page 4 of 10 1 Name of Reporting Person The Cuttyhunk Fund Limited IRS Identification No. of Above Person n/a 2 Check the Appropriate Box if a Member of a Group (a) [x] (b) [ ] 3 SEC USE ONLY 4 Citizenship or Place of Organization Bermuda 5 Sole Voting Power 53,300 NUMBER OF 6 Shared Voting Power SHARES BENEFICIALLY -0- OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH 53,300 8 Shared Dispositive Power -0- 9 Aggregate Amount Beneficially Owned by each Reporting Person 165,300 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares[ ] 11 Percent of Class Represented by Amount in Row 9 5.83% 12 Type of Reporting Person OO CUSIP No. 783873-20-1 SCHEDULE 13G Page 5 of 10 1 Name of Reporting Person Goldman Sachs Performance Partners (Offshore), L.P. IRS Identification No. of Above Person 98-0190868 2 Check the Appropriate Box if a Member of a Group (a) [x] (b) [ ] 3 SEC USE ONLY 4 Citizenship or Place of Organization Cayman Islands 5 Sole Voting Power 12,800 NUMBER OF 6 Shared Voting Power SHARES BENEFICIALLY -0- OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH 12,800 8 Shared Dispositive Power -0- 9 Aggregate Amount Beneficially Owned by each Reporting Person 165,300 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares[ ] 11 Percent of Class Represented by Amount in Row 9 5.83% 12 Type of Reporting Person PN CUSIP No. 783873-20-1 SCHEDULE 13G Page 6 of 10 1 Name of Reporting Person Goldman Sachs Performance Partners, L.P. IRS Identification No. of Above Person 22-3590779 2 Check the Appropriate Box if a Member of a Group (a) [x] (b) [ ] 3 SEC USE ONLY 4 Citizenship or Place of Organization Delaware 5 Sole Voting Power 19,200 NUMBER OF 6 Shared Voting Power SHARES BENEFICIALLY -0- OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH 19,200 8 Shared Dispositive Power -0- 9 Aggregate Amount Beneficially Owned by each Reporting Person 165,300 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares[ ] 11 Percent of Class Represented by Amount in Row 9 5.83% 12 Type of Reporting Person* PN CUSIP No. 783873-20-1 SCHEDULE 13G Page 7 of 10 Item 1(a). Name of Issuer. SBE, Inc. Item 1(b). Address of Issuer's Principal Executive Offices. 4550 Norris Canyon Road, San Ramon, California 94583 Item 2(a). Name of Person Filing. Item one of each cover page is incorporated by reference. Item 2(b). Address of Principal Business Office or, if none, Residence. Refer to Exhibit A Item 2(c). Citizenship. Item four of each cover page is incorporated by reference. Item 2(d). Title of Class of Securities. Common Stock Item 2(e). CUSIP Number. 783873-20-1 Item 3. Type of Reporting Person. Not applicable. Item 4. Ownership. Items 5-9 and 11 of each cover page are incorporated by reference. Item 5. Ownership of Five Percent or Less of a Class. Not applicable. Item 6. Ownership of More Than Five Percent on Behalf of Another Person. Not applicable. Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. Refer to Exhibit A. Item 9. Notice of Dissolution of Group. Not applicable. CUSIP No. 783873-20-1 SCHEDULE 13G Page 8 of 10 Item 10. Certification. By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DATED: January 10, 2000 J. Carlo Cannell D/B/A Cannell Capital Management /s/ J. Carlo Cannell ___ By: J. Carlo Cannell Tonga Partners, L.P. /s/ J. Carlo Cannell ___ By: J. Carlo Cannell Its: General Partner The Cuttyhunk Fund Limited /s/ J. Carlo Cannell ___ By: J. Carlo Cannell Its: Investment Advisor CUSIP No. 783873-20-1 SCHEDULE 13G Page 9 of 10 GS Performance Partners (Offshore) L.P. /s/ J. Carlo Cannell ___ By: J. Carlo Cannell Its: Investment Advisor GS Performance Partners, L.P. /s/ J. Carlo Cannell ______ By: J. Carlo Cannell Its: Investment Advisor CUSIP No. 783873-20-1 SCHEDULE 13G Page 10 of 10