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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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