Filed by Be, Incorporated
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12(b)
under the Securities Exchange Act of 1934
Subject Company: Be, Incorporated
Commission File No.000-26387
Be Announces Intent to Appeal Nasdaq Staff Determination
MENLO PARK, Calif., September 10, 2001 -- Be Incorporated (Nasdaq: BEOS), the
creator of the BeIA and BeOS operating systems, today announced it has received
notification from the Nasdaq Stock Market, Inc. that it has failed to maintain
the minimum bid price of at least $1.00 over 30 consecutive trading days and has
not regained compliance during the 90 days provided under the Nasdaq Marketplace
Rules. The minimum bid price requirements are set forth in Nasdaq Marketplace
Rules 4450(a)(5) and 4310 (c)(8)(B).
The notice of non-compliance subjects Be to delisting from the Nasdaq National
Market. Be, however, plans to request a hearing before a Nasdaq Listing
Qualifications Panel to review the Staff's determination. During such review
process, Be's securities will continue to be listed on the Nasdaq National
Market.
Be recently announced it has entered into a definitive agreement to sell its
intellectual property and technology assets to Palm, Inc. (Nasdaq: PALM). The
purchase price is $11 million, to be paid in common stock of Palm, which Be
currently intends to liquidate as soon as reasonably practicable following the
closing of the transaction. Be's board of directors has approved the
transaction, and the winding-up of Be's operating business following the
closing. The closing of the transaction and the winding-up are subject to the
approval of Be's stockholders, and the satisfaction of other customary closing
conditions. The transaction is expected to close in the fourth calendar quarter
of 2001.
About Be
Founded in 1990, Be Inc. creates software solutions that enable rich media and
Web experiences on personal computers and Internet appliances. Be's headquarters
are in Menlo Park, California. It is publicly traded on the Nasdaq National
Market under the symbol BEOS. Be can be found on the Web at http://www.be.com.
Safe Harbor Statement
This news release contains forward-looking statements that involve risks and
uncertainties that could cause actual results or outcomes to differ materially
from those contemplated by the forward-looking statements. These forward-looking
statements are made only as of the date hereof, and Be undertakes no obligation
to update or revise the forward-looking statements, whether as a result of new
information, future events or otherwise. Information about the potential factors
that could affect the company's business and financial results is included in
the company's annual, quarterly and special reports, proxy statements and other
information, which is on file with the Securities and Exchange Commission.
Additional Information and Where to Find It
Palm, Inc. has filed a Registration Statement on SEC Form S-4 in connection with
its purchase of certain assets of Be, but the Registration Statement has not yet
become effective. Be expects to mail a Proxy Statement/Prospectus to
stockholders of Be containing information about the asset sale and the
dissolution of Be. Investors and security holders are urged to read the
Registration Statement and the Proxy Statement/Prospectus carefully when they
are available. The Registration Statement and the Proxy Statement/Prospectus
will contain important information about Palm, Be, the asset sale, the
dissolution of Be and related matters. Investors and security holders will be
able to obtain free copies of these documents through the web site maintained by
the U.S. Securities and Exchange Commission at http//www.sec.gov. Free copies of
the Proxy Statement/Prospectus and these other documents may also be obtained
from Be by directing a request by mail to Be Incorporated, 800 El Camino Real,
Suite 400, Menlo Park, C A 94025, attention: Corporate Secretary, telephone:
(650) 462-4100.
In addition to the Registration Statement and the Proxy Statement/Prospectus,
Palm and Be file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any reports, statements or
other information filed by Palm or Be at the SEC public reference rooms at 450
Fifth Street, N.W., Washington, D.C. 20549 or at any of the a SEC's other public
reference rooms in New York, New York and Chicago, Illinois. Please call the SEC
at 1-800-SEC-0330 for further information on the public reference rooms. Palm's
and Be's filings with the SEC are also available to the public from commercial
document-retrieval services and at the Web site maintained by the SEC at
http://www.sec.gov.
Interests of Certain Persons in the Asset Sale.
Be will be, and certain other persons may be, soliciting proxies from Be
stockholders in favor of the adoption of the asset purchase agreement. The
directors and executive officers of Be may have interests in the asset sale,
some of which may differ from, or may be in addition to, those of Be's
stockholders generally. For a description of such interests, please see the
Registration Statement on SEC Form S-4 filed by Palm with the SEC on September
10, 2001.