SBEI Sbe (MM)

SBE, Inc. (NASDAQ:SBEI), a provider of high-performance IP storage solutions serving remote back-up and disaster recovery applications, today announced that it has filed with the Securities and Exchange Commission, and will soon mail to all SBE stockholders, its definitive proxy materials relating to the previously announced merger of SBE and Neonode, Inc., an increase in the number of shares authorized for issuance under SBE�s 2006 Equity Incentive Plan and an amendment and restatement of SBE�s Amended and Restated Certificate of Incorporation to (i)effect a stock combination (reverse stock split) of either 1-for-2 or 1-for-3, with the specific ratio to be determined by SBE�s board of directors, pursuant to which every two or three shares of outstanding common stock, as applicable, would be reclassified into one share of common stock; (ii) increase the authorized shares of common stock from 25,000,000 to 40,000,000 and (iii) change SBE�s name from SBE, Inc. to �Neonode Inc.� A special meeting of SBE stockholders to vote on the proposed merger agreement and the other proposals set forth in the definitive proxy statement has been scheduled for August 10, 2007 at 9:00 a.m., local time, at SBE�s corporate headquarters located at 4000 Executive Parkway, Suite 200, San Ramon, California, 94583. SBE stockholders of record as of July 3, 2007 will be entitled to vote at the special meeting. Stockholders entitled to vote at the special meeting may also vote by mail, telephone or via the Internet by following instructions included in the proxy statement and printed on the proxy card or by following the directions provided by their individual broker dealer firm that accompanies the proxy statement. The failure to vote or abstaining from voting will have the same effect as a vote against the merger agreement and other proposals. If the merger is approved, upon closing of the transaction, each outstanding share of Neonode, Inc. common stock will be converted into the right to receive 3.5319 shares of SBE common stock, subject to adjustment for stock splits, combinations, reclassifications, reorganizations or similar corporate transactions. For the merger to occur, holders of a majority of the outstanding shares of SBE common stock entitled to vote must approve and adopt the merger agreement. About SBE SBE designs and provides IP-based storage networking solutions for an extensive range of business critical applications, including back-up and disaster recovery. SBE delivers a portfolio of scalable, standards-based software products designed to enable optimal performance and rapid deployment across a wide range of next-generation storage systems. Based in San Ramon, California, SBE is a publicly traded company (NASDAQ:SBEI). More information is available at www.sbei.com. SBE and the SBE logo are registered trademarks of SBE, Inc. About Neonode Neonode was founded in 2001 and is a Swedish developer of mobile devices. The mobile devices are based on patented technologies which enable a unique user experience. After shareholder approval of the merger with SBE, the combined company's headquarters will be in Stockholm, Sweden, where Neonode's current corporate headquarters is located. More information is available at www.neonode.com. Forward-Looking Statements This news release contains certain forward-looking statements that involve risks and uncertainties, including statements about consummation of the proposed merger transaction. Such statements are only predictions and the company's actual results may differ materially from those anticipated in these forward-looking statements. Factors that may cause such differences include, but are not limited to, the ability of SBE and Neonode to comply with the closing conditions necessary in order to consummate the transactions. These factors and others are more fully discussed in the documents the company files from time to time with the Securities and Exchange Commission, particularly, the company's most recent Form 10-K and Form 10-Q. Additional Information and Where to Find It In connection with the proposed merger and required stockholder approval, SBE has filed with the Securities and Exchange Commission, or SEC, a definitive proxy statement on Schedule 14A that will be mailed to the stockholders of SBE. INVESTORS AND SECURITY HOLDERS OF SBE ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The definitive proxy statement will be mailed to the stockholders of record as of July 3, 2007, the record date. In addition, investors and security holders will be able to obtain free copies of the proxy statement, as well as other filed materials containing information about SBE, from the SEC�s website at www.sec.gov. Investors may also obtain copies of the proxy statement and other materials free of charge from SBE�s website at www.sbei.com, or by contacting SBE's Corporate Secretary at: SBE, Inc., 4000 Executive Parkway, Suite 200, San Ramon, CA 94583. SBE and its officers and directors may be deemed to have participated in the solicitation of proxies from SBE's stockholders in favor of the approval of the merger. Information concerning SBE's directors and executive officers is set forth in the publicly-filed documents of SBE. Stockholders may obtain more detailed information regarding the direct and indirect interests of SBE and its directors and executive officers in the merger by reading the preliminary and definitive proxy statements regarding the merger, each of which have been filed with the SEC.