SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. __________ )(1)
SBE, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
783873201
(CUSIP Number)
Leviticus Partners, L.P.
AMH Equity, LLC
Adam Hutt
30 Park Avenue
Suite 12F
New York, New York 10016
212-679-2642
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 14, 2003
(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, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box |_|.
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See Rule
13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of __ Pages)
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(1) 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 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 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. 783873201 13D
________________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Leviticus Partners, L.P.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |X|
(b) |_|
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
WC
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________________________
7 SOLE VOTING POWER
314,400
_________________________________________________________________
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY _________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 314,400
WITH _________________________________________________________________
10 SHARED DISPOSITIVE POWER
0
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
314,400
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 783873201 13D
________________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
AMH Equity, LLC
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |X|
(b) |_|
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
AF
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
________________________________________________________________________________
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 0
WITH _________________________________________________________________
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
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
00
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 783873201 13D
________________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Adam Hutt
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |X|
(b) |_|
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
00
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
________________________________________________________________________________
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 0
WITH _________________________________________________________________
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
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
HC, IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D 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 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 approximately $325,000 of 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.
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 314,400 Shares representing approximately 7.6% of the outstanding
Shares of the Issuer (based upon 4,129,936 shares outstanding as of August 20,
2002, as reported on the latest Form 10-Q of the Issuer for the quarter ended
July 31, 2002).
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 314,400 Shares representing
approximately 7.6% of the outstanding Shares of the Issuer (based upon 4,129,936
shares outstanding as of August 20, 2002, as reported on the latest Form 10-Q of
the Issuer for the quarter ended July 31, 2002). 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 314,400 Shares
representing approximately 7.6% of the
outstanding Shares of the Issuer (based upon 4,129,936 shares outstanding as of
August 20, 2002, as reported on the latest Form 10-Q of the Issuer for the
quarter ended July 31, 2002). 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
---- ---- ---------------- -----------
1/14/03 open market purchase 114,000 0.72
1/14/03 open market purchase 25,000 0.79
1/14/03 open market purchase 16,400 0.80
12/16/02 open market sale 1,400 1.10
11/11/02 open market purchase 10,000 0.85
(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.
1. Joint Filing Agreement, dated January 17, 2003, among Leviticus
Partners, L.P., AMH Equity, LLC and Adam Hutt.
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: January 17, 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).