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MOUNTAIN VIEW, Calif. -- Mar. 4, 2002 -- Be Incorporated announced today that on March 15, 2002, it plans to file a certificate of dissolution with the Delaware Secretary of State in accordance with the plan of dissolution approved by stockholders on November 12, 2001 and as set forth in the Definitive Proxy Statement filed on October 9, 2001. As of the close of business on the day Be files the certificate of dissolution, Be will set the record date as that day for purposes of determining the stockholders that will be eligible to participate in the final distribution of Be's assets, if any. Also on that day, Be will close its stock transfer books and cease recording transfers of shares of its common stock. Be will then voluntarily delist from the Nasdaq National Market and Be shares will no longer be traded on the Nasdaq beginning the next trading day after the certificate of dissolution is filed. Pursuant to Delaware law, Be will continue to exist for three years after the dissolution becomes effective or for such longer period as the Delaware Court of Chancery shall direct, solely for the purposes of prosecuting and defending lawsuits (including but not limited to pursuing its antitrust case against Microsoft), settling and closing its business in an orderly manner, disposing of any remaining property, discharging its liabilities and distributing to its stockholders any remaining assets, but not for the purpose of continuing any business. In accordance with the plan of dissolution, after payment in full of all claims finally determined to be due, Be will make distributions of any remaining assets (including assets acquired after the record date), if any, only to stockholders of record as of the record date. The timing and amounts of any such distributions will be determined by Be's Board of Directors in accordance with the plan of dissolution. Be may also establish a liquidating trust for the purpose of pursuing the antitrust litigation against Microsoft, liquidating the remaining assets of Be, paying or providing for the payment of Be's remaining liabilities and obligations, and making distributions to Be's stockholders. If a liquidating trust is established, stockholders will receive beneficial interests in the assets transferred to the liquidating trust in proportion to the number of Be's shares owned by such stockholders as of the record date.

Copyright © 2002 by Be, Inc. All rights reserved. (Legal Info)
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