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
PRESS RELEASE
Be Incorporated Reports Third Quarter Results
Company Awaits Stockholder Approval of Special Meeting Resolutions
MENLO PARK, Calif.--October 25, 2001--Be Incorporated (Nasdaq: BEOS) today
reported financial results for the quarter ended September 30, 2001.
Net revenues for the third quarter of 2001 were $1,135,000. Revenues for the
quarter were primarily attributable to fees received from Palm, Inc. for
revenue-related consulting services performed under a funding agreement that was
entered into August 16, 2001, contemporaneously with the execution and delivery
of the asset purchase agreement among Be, Palm and ECA Subsidiary Acquisition
Corporation.
The Company reported a net loss for the quarter of $0.09 per share excluding
non-cash expenses associated with the amortization of deferred compensation. The
Company had previously reported a comparable net loss of $0.10 per share for the
second quarter and a net loss of $0.12 per share for the third quarter of last
year. Including non-cash expenses associated with the amortization of deferred
compensation, net loss per share for the third quarter this year was $0.07 per
share.
On October 9, 2001, the Company announced that a Special Meeting of its
stockholders would be held on November 12, 2001. Be's stockholders are being
asked to vote on (1) the proposed sale of substantially all of Be's intellectual
property and other technology assets to ECA Subsidiary Acquisition Corporation,
a wholly owned subsidiary of Palm, Inc., and (2) the subsequent plan of
dissolution for Be.
Be's management and board of directors urge Be's stockholders to vote FOR each
of the proposals as soon as possible. Both proposals need to be approved by a
majority of the outstanding shares of common stock. Stockholders who fail to
return their proxy cards or fail to vote via phone or the internet will have the
same effect as voting AGAINST the asset sale and the dissolution. If either the
asset sale or the dissolution is not approved, it is likely that Be will file
for, or will be forced to resort to, bankruptcy protection.
The prospectus/proxy statement was mailed on or about October 10, 2001 to Be
stockholders of record on October 4, 2001. If you encounter any problems or need
assistance with voting your shares, please call our proxy solicitor, Kevin
Schwicardi with N.S. Taylor & Associates, Inc., toll free 1.866.470.4300 or
collect 1.207.564.8700.
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.
# # #
Forward Looking Statements
Statements contained in this Press Release that are not historical facts are
"forward-looking statements" including without limitation statements regarding
the future operating results of Be Incorporated. Actual events or results may
differ materially as a result of risks facing Be Incorporated or actual results
differing from the assumptions underlying such statements. All forward-looking
statements are expressly qualified in their entirety by the "Risk Factors" and
other cautionary statements included in Be Incorporated's Annual Report on Form
10-K for the year ended December 31, 2000, and other public filings with the
Securities and Exchange Commission.
# # #
Stockholders of Be Incorporated are urged to read the prospectus/proxy statement
when they receive it and any other relevant documents filed with the Securities
and Exchange Commission ("SEC") by Be Incorporated and Palm, Inc. because they
contain important information. You may obtain the documents free of charge at
the SEC's web site, http://www.sec.gov. In addition, documents filed by Be
Incorporated with the SEC can be obtained by contacting Be Incorporated at the
following address and telephone number: Shareholder Relations, 800 El Camino
Real, Menlo Park, California 94025, telephone: 1.650.462.4100. Please read the
prospectus/proxy statement carefully before making a decision concerning the
dissolution of Be and the sale of Be assets to ECA Subsidiary Acquisition
Company, a wholly owned subsidiary of Palm, Inc. Be, its officers, directors,
employees and agents will be soliciting proxies from Be stockholders in
connection with the asset sale. Information concerning the participants in the
solicitation is set forth in the prospectus/proxy statement.
BE INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
Three Months Ended Nine Months Ended
September 30, September 30,
2001 2000 2001 2000
Net revenues $ 1,135 $ 68 $ 1,950 $ 464
Cost of revenues 1,765 216 2,336 770
------- ------- ------- -------
Gross profit (loss) (630) (148) (386) (306)
Operating expenses:
Research and development 1,398 2,088 6,053 6,079
Sales and marketing 110 1,422 2,221 5,576
General and administrative 1,121 880 3,501 2,669
Restructuring charge - - 450 -
Amortization of deferred
stock compensation (516) 507 (185) 2,197
------- ------ ------- -------
Total operating expenses 2,113 4,897 12,040 16,521
------- ------ ------- -------
Loss from operations (2,743) (5,045) (12,426) (16,827)
Other income, net 19 274 249 937
------- ------ ------- -------
Net Loss $(2,724) $(4,771) $(12,177) $(15,890)
======== ======= ======= =======
Basic and diluted net
loss per share $ (0.07) (0.13) $ (0.33) $ (0.45)
======== ======= ======= =======
Shares used to compute
basic and diluted net
loss per share 36,630 35,722 36,430 35,406
======== ======= ======= =======
Net loss per share excluding
restructuring charge and
amortization of deferred
compensation $ (0.09) $ (0.12) $ (0.33) $ (0.39)
======= ======= ======= =======
BE INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
September 30, December 31,
ASSETS 2001 2000
---- ----
Current assets:
Cash, cash equivalents
and short term investments $ 2,098 $ 14,057
Accounts receivable, net 74 26
Prepaid expenses and other 577 549
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Total current assets 2,749 14,632
Property and equipment, net 248 391
Other assets 24 1,048
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Total Assets $ 3,021 $ 16,071
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 111 $ 362
Accrued expenses 621 1,502
Technology license obligations 432 454
Deferred revenue 64 109
------------- ------------
Total current liabilities 1,228 2,427
Technology license obligations 244 320
Total stockholders' equity 1,549 13,324
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Total Liabilities and
Stockholders' Equity $ 3,021 $ 16,071
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For more information contact:
Be Incorporated
Guillaume Perrotin,
Corporate Controller
650/462-4100
investors@be.com