UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): APRIL 22, 2003
SBE, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 0-8419 94-1517641
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
2305 CAMINO RAMON, SUITE 200
SAN RAMON, CA 94583
(Address of principal executive offices, including zip code)
(925) 355-2000
(Registrant's telephone number, including area code)
ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) Previous independent accountants
(i) On April 22, 2003, SBE, Inc. (the "Company") dismissed
PricewaterhouseCoopers LLP as its independent accountants. The Company's Audit
Committee participated in and approved the decision to change independent
accountants.
(ii) PricewaterhouseCoopers LLP's report on the Company's consolidated financial
statements for the fiscal year ended October 31, 2002 contained a paragraph
expressing substantial doubt as to the Company's ability to continue as a going
concern. PricewaterhouseCoopers LLP's reports on the Company's consolidated
financial statements for the fiscal years ended October 31, 2002 and 2001 did
not contain any adverse opinion or disclaimer of opinion, nor were they
qualified or modified as to uncertainty, audit scope or accounting principles,
except as noted previously.
(iii) During the fiscal years ended October 31, 2002 and 2001 and through April
22, 2003, there were no disagreements between the Company and
PricewaterhouseCoopers LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of PricewaterhouseCoopers
LLP, would have caused PricewaterhouseCoopers LLP to make reference to the
subject matter of the disagreement in their report.
(iv) During the fiscal years ended October 31, 2002 and 2001 and through April
22, 2003, there were no reportable events, as that term is defined in Item
304(a)(1)(v) of Regulation S-K.
(v) The Registrant has requested that PricewaterhouseCoopers LLP furnish it with
a letter addressed to the Securities and Exchange Commission stating whether or
not it agrees with the above statements. A copy of such letter, dated April 23,
2003, is filed as Exhibit 16.1 to this Form 8-K
(b) New independent accountants
(i) The Registrant engaged BDO Seidman, LLP as its new independent accountants
as of April 22, 2003. During the fiscal years ended October 31, 2002 and 2001,
and through the date of the engagement of BDO Seidman, LLP, the Company did not
consult BDO Seidman, LLP regarding either (a) the application of accounting
principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the Company's financial statements,
or (b) any matter that was the subject of a disagreement (as defined in Item
304(a)(1)(iv) of Regulation S-K and its related instructions) or a reportable
event (as defined in Item 304(a)(1)(iv) of Regulation S-K).
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit No. Description
----------- -----------
16.1 Letter, dated as of April 23, 2003, from
PricewaterhouseCoopers LLP regarding its concurrence
with the registrant's statement regarding change of
accountants.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
SBE, INC.
Date: April 25, 2003 /s/ David W. Brunton
----------------------
David W. Brunton
Chief Financial Officer, Vice President,
Finance and Secretary
(Principal Financial and Accounting Officer)
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INDEX TO EXHIBITS
16.1 Letter, dated as of April 23, 2003, from
PricewaterhouseCoopers LLP regarding its concurrence
with the registrant's statement regarding change of
accountants.
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