As filed with the Securities and Exchange Commission on March 28, 2001
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BE INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 94-3123667
(State of Incorporation) (I.R.S. Employer Identification No.
800 El Camino Real
Suite 400
Menlo Park, CA 94025
(650) 462-4100
(Address of principal executive offices)
1999 Equity Incentive Plan
(Full title of the plan)
Jean-Louis F. Gassee
President, Chief Executive Officer
Be Incorporated
800 El Camino Real
Suite 400
Menlo Park, CA 94025
(650) 462-4100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Vincent P. Pangrazio, Esq.
Frank F. Rahmani, Esq.
COOLEY GODWARD LLP
3000 El Camino Real
Palo Alto, CA 94306-2155
(650) 843-5000
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Securities Offering Aggregate Amount of
to be Registered Amount to be Registered Price per Share (1) Offering Price (1) Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------
2,108,580 shares $1.50 $3,162,870 $790.72
Stock Options and Common
Stock (par value $.001)
- -------------------------------------------------------------------------------------------------------------------------------
<FN>
- ----------------
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h). The price per share and
aggregate offering price are based upon the average of the high and low
prices of Registrant's Common Stock on March 23, 2001 as reported on
the Nasdaq National Market.
</FN>
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8 NO. 333-85411
The contents of Registration Statement on Form S-8 No. 333-85411 filed
with the Securities and Exchange Commission on August 17, 1999 are incorporated
by reference herein.
EXHIBITS
Exhibit
Number
- ------
3.1* Amended and Restated Certificate of Incorporation of the
Registrant
3.2* Bylaws of the Registrant
4.1* Form of Common Stock Certificate
5.1 Opinion of Cooley Godward LLP
23.1 Consent of PricewaterhouseCoopers LLP, independent auditors
23.2 Consent of Cooley Godward (contained in Exhibit 5.1 to this
Registration Statement)
24.1 Power of Attorney (contained on the signature page)
99.1* 1999 Equity Incentive Plan
* Incorporated by reference from the Registrant's Registration Statement on Form
S-1, as amended (File No. 333-77855), filed with the Securities and Exchange
Commission.
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 Menlo Park, State of California, on March 28,
2001.
Be Incorporated
By:/s/ JEAN-LOUIS F. GASSEE
Jean-Louis F. Gassee
President, Chief Executive Officer and Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jean-Louis F. Gassee and P.C. Berndt, 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/ JEAN-LOUIS F. GASSEE President, Chief Executive Officer and March 28, 2001
Jean-Louis F. Gassee Director (Principal Executive Officer)
/s/ P.C. BERNDT Vice President and Chief Financial March 28, 2001
P.C. Berndt Officer (Principal Financial Officer)
/s/ STEVE SAKOMAN Director and Chief Operating Officer March 28, 2001
Steve Sakoman
/s/ BARRY M. WEINMAN Director March 28, 2001
Barry M. Weinman
/s/ GARRETT P. GRUENER Director March 28, 2001
Garrett P. Gruener
/s/ STEWART ALSOP Director March 28, 2001
Stewart Alsop
/s/ WILLIAM F. ZUENDT Director March 28, 2001
William F. Zuendt
/s/ ANDREI MANOLIU Director March 28, 2001
Andrei Manoliu
EXHIBIT INDEX
-------------
Exhibit
Number Description
- ------ -----------
3.1* Amended and Restated Certificate of Incorporation of the
Registrant
3.2* Bylaws of the Registrant
4.1* Form of Common Stock Certificate
5.1 Opinion of Cooley Godward LLP
23.1 Consent of PricewaterhouseCoopers LLP, independent auditors
23.2 Consent of Cooley Godward (contained in Exhibit 5.1 to this
Registration Statement)
24.1 Power of Attorney (contained on the signature page)
99.1* 1999 Equity Incentive Plan