Neonode Inc. — Regulatory Filings 2000

Aug 11, 2000

As filed with the Securities and Exchange Commission on August 11, 2000 Registration No. 333-______ ============================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------- SBE, INC. (Exact name of registrant as specified in its charter) ------------- Delaware 94-1517641 ---------------------- ----------------------------------- (State of Incorporation) (I.R.S. Employer Identification No. 4550 NORRIS CANYON ROAD SAN RAMON, CA 94583 (Address of principal executive offices) 1998 NON-OFFICER STOCK OPTION PLAN (Full title of the plan) TIMOTHY J. REPP CHIEF FINANCIAL OFFICER SBE, INC. 4550 NORRIS CANYON ROAD SAN RAMON, CA 94583 (925) 355-2000 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------ Copies to: Christopher A. Westover, Esq. Cooley Godward LLP One Maritime Plaza, 20th Floor San Francisco, CA 94111 (415) 693-2000 ------------ Exhibit Index at Page 5 1

2 INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT ON FORM S-8 NO. 333-63377 The contents of Registration Statement on Form S-8 No. 333-63377 filed with the Securities and Exchange Commission on September 15, 1998, are incorporated by reference herein with such modifications as are set forth below. Additionally, the contents of Current Report on Form 8-K filed July 28, 2000 are Incorporated by reference herein. EXHIBITS EXHIBIT NUMBER ====== 5 Opinion of Cooley Godward LLP 23.1 Consent of PricewaterhouseCoopers LLP 23.2 Consent Of Cooley Godward LLP is contained in Exhibit 5 to this Registration Statement 24 Power of Attorney is contained on the signature pages 99.1 1998 Non-Officer Stock Option Plan 99.2 Form of Stock Option Agreement and Grant Notice used in connection with the 1998 Non-Officer Stock Option Plan * Incorporated by reference to the contents of Registration Statement on Form S-8 No. 333-63377 filed with the Securities and Exchange Commission on September 15, 1998. 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Ramon, State of California, on August 11, 2000. SBE, INC. By: /s/ Timothy J. Repp ------------------- Timothy J. Repp Title: Vice President, Finance, Chief Financial Officer and Secretary POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints William B. Heye and Timothy J. Repp, and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE /s/ William B. Heye, Jr. President and Chief Executive August 11, 2000 - ----------------------- Officer (Principal Executive William B. Heye, Jr. Officer) /s/ Timothy J. Repp Vice President, Finance, Chief August 11, 2000 - --------------------- Financial Officer and Secretary Timothy J. Repp (Principal Financial Officer and Accounting Officer) /s/ Raimon L. Conlisk Director, Chairman of the Board August 11, 2000 - --------------------- Raimon L. Conlisk /s/ Ronald J. Ritchie Director August 11, 2000 - --------------------- Ronald J. Ritchie /s/ Randall L-W. Caudill Director August 11, 2000 - ------------------------ Randall L-W. Caudill 4 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION SEQUENTIAL PAGE NUMBERS 5 Opinion of Cooley Godward LLP 6 23.1 Consent of PricewaterhouseCoopers LLP 7 23.2 Consent of Cooley Godward LLP is contained in Exhibit 5 to this Registration Statement 6 24.1 Power of Attorney is contained on the signature pages 4 99.1 1998 Non-Officer Stock Option Plan 99.2 Form of Stock Option Agreement and Grant Notice used in connection with the 1998 Non-Officer Stock Option Plan * Incorporated by reference to the contents of Registration Statement on Form S-8 No. 333-63377 filed with the Securities and Exchange Commission on September 15, 1998. 5