SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ----------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2002 BE INCORPORATED (Exact name of registrant as specified in charter) DELAWARE 000-26387 94-3123667 (State or other Jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 655 WEST EVELYN STREET MOUNTAIN VIEW, CALIFORNIA 94041 (Address of principal executive offices) (650) 965-4842 (Registrant's telephone number, including area code) Item 5. Other Events. On March 15, 2002, the Company announced that on March 15, 2002, it filed a certificate of dissolution with the Delaware Secretary of State in accordance with the plan of dissolution approved by stockholders on November 12, 2001. The record date, for purposes of determining the stockholders that will be eligible to participate in the final distribution of Be's assets, if any, was set as March 15, 2002. Be's stock transfer books were closed as of the end of trading on March 15, 2002, and it ceased recording transfers of shares of its common stock. The Company also announced that it voluntarily delisted from the Nasdaq National Market (the "Nasdaq") effective March 15, 2002 and that its shares would no longer be traded on the Nasdaq beginning the next trading day following the filing of the certificate of dissolution. A copy of the press release issued by the Company is attached hereto as Exhibit 99.1 Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial statements of business acquired. Not applicable. (b) Pro forma financial information. Not applicable. (c) Exhibits. Exhibit Number Description - -------------- ------------- 99.1 Press Release titled "Be Incorporated Delists From Nasdaq National Market and Files Certificate of Dissolution" dated March 15, 2002. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: March 28, 2002 BE INCORPORATED By: /s/ Daniel S. Johnston Daniel S. Johnston, President EXHIBIT INDEX Exhibit Number Description - -------------- ------------- 99.1 Press Release titled "Be Incorporated Delists From Nasdaq National Market and Files Certificate of Dissolution" dated March 15, 2002.