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  Be Incorporated Delists From Nasdaq National Market and Files Certificate of Dissolution

 

MOUNTAIN VIEW, Calif.--(BUSINESS WIRE)--March 15, 2002--Be Incorporated (Nasdaq:BEOS - news) announced today that it has voluntarily delisted from, and will no longer be traded on, the Nasdaq National Market. Also today, Be 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 and as set forth in the Definitive Proxy Statement filed on October 9, 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 has ceased recording transfers of shares of its common stock.

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 at the time of closure of its stock transfer books on the record date, March 15, 2002.

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.

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. Any forward-looking statements herein 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 activities and results is included in the company's annual, quarterly and special reports, proxy statements and other information, which are on file with the Securities and Exchange Commission.
 



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