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Q: WHAT WAS VOTED ON AT THE
SPECIAL MEETING?
A: Stockhokders were asked to approve the sale of substantially
all of Be's intellectual property rights and other technology
assets to a subsidiary of Palm as described in the Asset Purchase
Agreement dated as of August 16, 2001, as amended and restated
as of September 10, 2001, among Be, Palm and the Palm subsidiary.
Stockholders were also asked to approve the dissolution of Be
and adopt the plan of dissolution.
Q: WHY DID BE ENTER INTO THE
ASSET SALE?
A: After due consideration of all other alternatives reasonably
available to Be, the Be board of directors concluded that the
completion of the asset sale and the implementation of the plan
of dissolution of Be was the only alternative reasonably likely
to enable Be to satisfy Be's outstanding obligations and to
maximize any distributions to its stockholders.
Q: WHAT DID BE RECEIVE FOR THE
ASSETS SOLD TO PALM'S SUBSIDIARY?
A: Pursuant to the asset purchase agreement, a subsidiary of
Palm purchased substantially all of Be's intellectual property
and other technology assets, including those related to the
BeOS and BeIA operating systems. In return for these assets,
Be received an aggregate number of shares of Palm common stock
equal in value to $11,000,000, as measured by the opening price
of Palm common stock as quoted on the Nasdaq National Market
on the closing date of the transaction.
Q: WILL STOCKHOLDERS RECEIVE
ANY SHARES OF PALM STOCK?
A: No. Following the approval of the asset sale and the dissolution,
Be sold the Palm shares received in the transaction for cash
promptly following the closing as previously announced. Following
the sale of the shares, Be intends to pay, or provide for the
payment of, all of its outstanding liabilities and obligations
in accordance with applicable law and the plan of dissolution.
Any remaining cash proceeds would be available for distribution
to Be stockholders.
Q: WHAT DOES THE PLAN OF DISSOLUTION
ENTAIL?
A: The plan of dissolution provides for the orderly liquidation
of Be's remaining assets following the closing of the asset
sale, the winding-up of Be's business and operations and the
dissolution of Be. In connection with the foregoing, Be will
pay, or provide for the payment of, all of its liabilities and
obligations. If there are any remaining assets after the payment,
or the provision for the payment, of all of its liabilities
and obligations, Be will distribute any remaining assets to
its stockholders in one or more distributions.
Pursuant to the terms of the
asset purchase agreement, Be retained certain rights, assets
and liabilities in connection with the transaction, including
its cash and cash equivalents, receivables, certain contractual
liabilities under in-licensing agreements, and rights to assert
and bring certain claims and causes of action, including under
antitrust laws. Be is in the process of investigating the merits
and potential value of pursuing the retained claims and causes
of action. Be has not yet brought any such claim or cause of
action. Under the terms of the plan of dissolution, if, notwithstanding
the approval of the dissolution and the adoption of the plan
of dissolution by the stockholders of Be, the board of directors
of Be determines that it would be in the best interests of Be's
stockholders or creditors for Be not to dissolve, including
in order to permit Be to pursue (or more easily pursue) any
retained claims or causes of action, the dissolution of Be may
be abandoned or delayed until a future date to be determined
by Be's board of directors. Regardless of whether Be dissolves,
Be will not continue to exist as an operating entity.
Q: WILL ANY DISTRIBUTIONS BE
MADE TO BE'S STOCKHOLDERS?
A: Although the Be board of directors believed that the completion
of the asset sale and the subsequent dissolution of Be was the
alternative available to Be that was most reasonably likely
to enable Be to satisfy Be's outstanding obligations and to
maximize any distributions to its stockholders, at this time
Be cannot determine the precise amount of any such distributions.
Be expects that, having received the consideration for the sale
of the Palm shares following the closing of the asset sale,
it has sufficient cash to pay all of its known current and determinable
liabilities and obligations, which would allow for a distribution
to Be's stockholders. However, the amount of unknown or contingent
liabilities cannot be quantified and could decrease or eliminate
any remaining assets available for distribution to stockholders.
Be believes that the proceeds stockholders could receive over
time is up to $3.8 million in the aggregate (or $0.10 per share);
however, Be is unable at this time to predict the precise nature,
amount and timing of any distributions. If there are assets
remaining following the completion of the winding-up of Be,
stockholders of Be will receive a portion of those assets in
one or more distributions, which will be equal to each stockholder's
pro rata share, based on the number of Be shares owned at such
time, of such assets.
Q: WHEN WILL ANY DISTRIBUTIONS
BE MADE TO BE'S STOCKHOLDERS?
A: At this time, Be cannot set a timetable for any distributions,
and it is not certain whether any distributions will be made
to its stockholders. The timetable will depend on the timing
of the completion of the asset sale, the sale of Be's remaining
assets, whether the plan of dissolution is implemented by Be's
board of directors, and Be's ability to pay, or provide for
the payment of, its liabilities and obligations. If Be is subject
to any contingent liabilities, including any claims by Palm
under the asset purchase agreement, this could require it to
establish a reserve that could delay any distribution to Be's
stockholders until the claims are resolved.
Q: WHEN WILL THE WINDING-UP
OF BE'S BUSINESS BE COMPLETED?
A: The winding-up of Be's business will be completed after Be
has paid for, or provided for the payment of, all of its liabilities
and obligations, and distributed any remaining assets to its
stockholders. However, pursuant to the terms of the asset purchase
agreement, Be will be retaining certain rights, assets and liabilities
in connection with the transaction, including rights to assert
and bring certain claims and causes of action, including under
antitrust laws. Under the plan of dissolution, if, notwithstanding
the approval of the dissolution and the adoption of the plan
of dissolution by the stockholders of Be, the board of directors
of Be determines that it would be in the best interests of the
stockholders or creditors of Be for Be not to dissolve, in order
to permit Be to pursue (or more easily pursue) any retained
claims or causes of action, the dissolution of Be, and the filing
by Be of its certificate of dissolution with the Delaware Secretary
of State, may be abandoned or delayed until a future date to
be determined by the board of directors.
Q: CAN I STILL SELL MY SHARES
OF BE COMMON STOCK?
A: Yes. Be's common stock is currently traded on the Nasdaq
National Market.
Q: HOW WILL THE DISSOLUTION
OF BE AFFECT MY STATUS AS A STOCKHOLDER?
A: Your rights as a stockholder of Be will terminate upon the
dissolution of Be. Be will not dissolve until its assets, if
any, that remain after payment or provision for payment of Be's
liabilities and obligations are either distributed to its stockholders
or transferred to a liquidating trust, and Be files a certificate
of dissolution that is accepted by the Secretary of State of
the State of Delaware or files with the Secretary of State of
the State of Delaware a court order declaring Be dissolved.
Be may establish a liquidating trust for the purpose of liquidating
any 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,
you will receive beneficial interests in the assets transferred
to the liquidating trust in proportion to the number of Be's
shares owned by you at such time.
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