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. 333-69234
PRESS RELEASE
Institutional Shareholder Services Recommends Be Incorporated Stockholders
Vote FOR Proposals Seeking Approval of Sale of Assets and Dissolution
MENLO PARK, CA (November 1, 2001) - Be Incorporated (NASDAQ: BEOS) today
announced that Institutional Shareholder Services (ISS), the nation's leading
institutional shareholder advisory firm, has recommended that stockholders vote
FOR the proposals that will be considered at Be's special meeting of
stockholders on November 12, 2001 seeking approval of (1) the 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 dissolution of Be pursuant to a plan of dissolution.
Institutional Shareholder Services, based in Bethesda, MD, is an independent
advisor to several hundred institutional investors and provides voting
recommendations for proxy contests, corporate governance proposals and other
shareholder-related issues.
Jean-Louis Gassee, Chairman of the Board, President and Chief Executive Officer
of Be Incorporated, said, "We are very pleased with the ISS recommendation. They
have a strong reputation for advocacy of shareholder interests. We strongly urge
shareholders to follow ISS's recommendation and to sign, date and return their
proxy cards by mail, by phone or over the internet, with a vote FOR the
proposals seeking approval of our asset sale transaction with Palm and the
subsequent dissolution of Be in accordance with our plan of dissolution."
Be's board of directors has recommended that Be's stockholders vote FOR each of
the proposals. Both proposals must be approved by a majority of the outstanding
shares of common stock. The failure of stockholders to return their proxy cards
or to vote via phone or the internet before November 12, 2001 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.
Stockholders of Be Incorporated are urged to read the proxy statement/prospectus
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: 650-462-4100. Investors should read the proxy
statement/prospectus carefully before making a decision concerning the proposals
described above. Be, its officers, directors, employees and agents will be
soliciting proxies from Be stockholders in connection with such matters.
Information concerning the participants in the solicitation is set forth in the
proxy statement/prospectus.
For more information contact:
Be Incorporated
Guillaume Perrotin,
Corporate Controller
650/462-4100
investors@be.com