UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 2)*
SBE, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
783873201
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(CUSIP Number)
Leviticus Partners, L.P.
Adam M. Hutt
30Park Ave. Suite 12F
New York, NY 10016
(212) 679-2642
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
March 16, 2004
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D/A,
and is filing this schedule because of Rule 13d-l(e), (f) or (g), check
the following box. |_|
*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 on 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.
CUSIP No. 783873201
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1 | NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)
Leviticus Partners, L.P.
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) |X|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS:
WC
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5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
| IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|_|
|
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6 | CITIZENSHIP OR PLACE OF ORGANIZATION:
| Delaware
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| 7 | SOLE VOTING POWER:
250,000
| -----------------------------------------------
--------
NUMBER OF | 8 | SHARED VOTING POWER:
SHARES | |
BENEFICIALLY | | 0
OWNED BY | -----------------------------------------------
--------
EACH | 9 | SOLE DISPOSITIVE POWER:
REPORTING | |
PERSON WITH | | 0
| -----------------------------------------------
--------
| 10 | SHARED DISPOSITIVE POWER:
| |
| | 0
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11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
|
| 250,000
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12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
| SHARES: |_|
|
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13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
| 5.0%
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14 | TYPE OF REPORTING PERSON:
| PN
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- ----------------------------
CUSIP No. 783873201
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1 | NAMES OF REPORTING PERSONS
| S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)
|
| AMH Equity, LLC
|
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) |X|
(b) |_|
- ---------------------------------------------------------------------
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3 | SEC USE ONLY
|
- ---------------------------------------------------------------------
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4 | SOURCE OF FUNDS:
AF
- ---------------------------------------------------------------------
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5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
| IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|_|
|
- ---------------------------------------------------------------------
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6 | CITIZENSHIP OR PLACE OF ORGANIZATION:
New York
7 SOLE VOTING POWER:
0
NUMBER OF | 8 | SHARED VOTING POWER:
SHARES | |
BENEFICIALLY | | 0
OWNED BY | -----------------------------------------------
--------
EACH | 9 | SOLE DISPOSITIVE POWER:
REPORTING | |
PERSON WITH | 0
| -----------------------------------------------
--------
| 10 | SHARED DISPOSITIVE POWER:
| |
| | 0
- ---------------------------------------------------------------------
----------
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
|
| 0
- ---------------------------------------------------------------------
----------
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
| SHARES: |_|
|
- ---------------------------------------------------------------------
----------
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
| 0
- ---------------------------------------------------------------------
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14 | TYPE OF REPORTING PERSON:
| 00
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CUSIP No. 783873201
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1 | NAMES OF REPORTING PERSONS
| S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)
|
| Adam M. Hutt
|
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) |X|
(b) |_|
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3 | SEC USE ONLY
|
- ---------------------------------------------------------------------
----------
4 | SOURCE OF FUNDS:
00
- ---------------------------------------------------------------------
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5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
| IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|_|
|
- ---------------------------------------------------------------------
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6 | CITIZENSHIP OR PLACE OF ORGANIZATION:
United States
7 SOLE VOTING POWER:
0
NUMBER OF | 8 | SHARED VOTING POWER:
SHARES | |
BENEFICIALLY | | 0
OWNED BY | -----------------------------------------------
--------
EACH | 9 | SOLE DISPOSITIVE POWER:
REPORTING | |
PERSON WITH | 0
| -----------------------------------------------
--------
| 10 | SHARED DISPOSITIVE POWER:
| |
| | 0
- ---------------------------------------------------------------------
----------
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
|
| 0
- ---------------------------------------------------------------------
----------
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
| SHARES: |_|
|
- ---------------------------------------------------------------------
----------
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
| 0
- ---------------------------------------------------------------------
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14 | TYPE OF REPORTING PERSON:
HC, IN
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The purpose of this filing is to update the Schedule 13D filed jointly
January 14, 2003 by Leviticus Partners, L.P., a Delaware limited
partnership ("Leviticus"), AMH Equity, LLC ("AMH"),
a New York limited liability company and Adam Hutt, a natural person
(each a "Reporting Person" and, collectively, the "Reporting Persons")
with respect to their beneficial ownership of the common stock, $0.00
par value per share (the "Common Stock"), of SBE, Inc. (the "Issuer").
From February 25, 2004 to March 22, 2004, Leviticus sold an aggregate of
50,000 shares of Common Stock.
ITEM 1. SECURITY AND ISSUER.
This schedule 13D/A relates to the common stock, $.001 par value per
share (the "Shares"), of SBE, Inc. (the "Issuer"). The principal
executive offices of the Issuer are located at 2305 Camino Ramon, Suite
200, San Ramon, California 94583.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Schedule 13D/A is jointly filed by Leviticus Partners, L.P.,
a Delaware limited partnership ("Leviticus"), AMH Equity, LLC ("AMH"),
a New York limited liability company and Adam Hutt, a natural person
(each a "Reporting Person" and, collectively, the "Reporting Persons").
AMH is the general partner of Leviticus and Adam Hutt is the
controlling person of AMH.
Information contained herein with respect to each Reporting
Person is given solely by such Reporting Person, and no other Reporting
Person has responsibility for the accuracy or completeness of
information supplied by such other Reporting Person.
(b) The business address for all Reporting Persons is 30 Park Avenue,
Suite 12F, New York, New York 10016.
(c) Each Reporting Person's principal business is investing in
securities in order to achieve certain investment objectives.
(d) During the last five years, none of the Reporting Persons has
been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons has
been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
Federal or state securities laws or finding any violation with respect
to such laws.
(f) Adam Hutt is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Leviticus used its working capital to purchase the Shares.
ITEM 4. PURPOSE OF TRANSACTION.
Leviticus purchased the Shares for investment purposes. Leviticus
presently considers the Shares an attractive investment and intends to
review its investment on an ongoing basis. Such continuing review may
result in the Reporting Persons acquiring additional shares of the
Issuer in the open-market or in privately negotiated transactions,
maintaining their holdings at current levels or selling all or a
portion of their holdings in the open-market or in privately negotiated
transactions. Any such actions the Reporting Persons undertake will be
dependent upon, among other things, the availability of shares
of the Issuer for purchase and the price levels of such shares; general
market and economic conditions; on-going evaluation of the Issuer's
business, financial condition, operations and prospects; the relative
attractiveness of alternative business and investment opportunities;
the availability of funds for the purchase of additional shares of the
Issuer; the actions of the management and Board of Directors of the
Issuer; and other future developments. Although the foregoing reflects
activities presently contemplated by the Reporting Persons with respect
to the Issuer, the foregoing is subject to change at any time. Except
as set forth above, the Reporting Persons have no present plans or
intentions which would result in or relate to any of the transactions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D/A.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER.
(a) For purposes of Rule 13d-3 under the Securities Exchange Act of
1934, as amended, Leviticus may be deemed to be the beneficial owner of
the aggregate amount of 250,000 Shares representing approximately 5.0%
of the outstanding Shares of the Issuer (based upon 4,976,056 shares
outstanding as of January 31, 2004, as reported on the latest Form 10-Q
of the Issuer for the quarter ended January 31, 2004).
AMH is the general partner of Leviticus and for purposes of Rule
13d-3 under the Securities Exchange Act of 1934, as amended, AMH may be
deemed to be the beneficial owner of the aggregate amount of 250,000
Shares representing approximately 5.0% of the outstanding Shares of the
Issuer (based upon 4,976,056 shares outstanding as of January 31, 2004,
as reported on the latest Form 10-Q of the Issuer for the quarter ended
January 31, 2004). AMH disclaims any beneficial ownership of the Shares
covered by this Statement.
Adam Hutt is the control person of AMH and for purposes of Rule
13d-3 under the Securities Exchange Act of 1934, as amended, Adam Hutt
may be deemed to be the beneficial owner of the aggregate amount of
250,000 Shares representing approximately 5.0% of the outstanding
Shares of the Issuer (based upon 4,976,056 shares outstanding as of
January 31, 2004, as reported on the latest Form 10-Q of the Issuer for
the quarter ended January 31, 2004). Adam Hutt disclaims any beneficial
ownership of the Shares covered by this Statement.
(b) Leviticus has sole voting and dispositive power of the Shares. AMH
and Adam Hutt disclaim beneficial ownership of the Shares.
(c) Leviticus effected the following transactions in the Shares during
the past 60 days as set forth below:
Date Type Amount of Shares Price/Share
03/22/04 open market sale 3,000 4.85
03/22/04 open market sale 2,000 4.86
03/22/04 open market sale 2,100 4.90
03/22/04 open market sale 2,900 4.95
03/16/04 open market sale 9,000 5.50
03/10/04 open market sale 19,100 5.05
02/25/04 open market sale 9,800 5.50
02/25/04 open market sale 2,100 6.27
(d) Not Applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Not Applicable
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not Applicable
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.
Date: March 30, 2003
Leviticus Partners, L.P.
By: AMH Equity, LLC, its general partner
By: /s/ Adam Hutt
----------------------
Name: Adam Hutt
Title: Managing Member
AMH Equity, LLC
By: /s/ Adam Hutt
----------------------
Name: Adam Hutt
Title: Managing Member
/s/ Adam Hutt
----------------------
Adam Hutt
Attention. Intentional misstatements or omissions of fact constitute
federal criminal violations (see 18 U.S.C. 1001).