Prospectus Summary
This summary highlights some of the information contained in this prospectus. It may not contain all of the information that you should consider before investing in our common stock. To understand this offering fully, you should read the entire prospectus carefully, including the Risk Factors, the financial statements and the notes following the financial statements thereto.
About Be Incorporated We offer the BeOS(R) operating system, an operating system designed for digital media applications and Internet appliances. BeOS is capable of maximizing the performance of digital media applications that run on a wide range of devices including Internet appliances, desktop PCs and high- performance multiprocessor workstations. BeOS allows users to simultaneously operate multiple audio, video, image processing and Internet-based software applications while maintaining system stability, media quality and processor performance. BeOS provides professional users and enthusiasts with a high performance environment to quickly and easily develop applications and content and is designed to facilitate the integration of new technologies. BeOS is also architected to address the market-specific requirements of PC OEMs, Internet appliance and consumer electronic manufacturers. The modular nature of BeOS allows OEMs to incorporate only those features of our operating system that are required for a particular device, allowing them to match functionality and market requirements with cost. Using BeOS, OEMs can develop products and services tailored to specific markets without compromising the quality, stability and performance of digital media applications delivered to the user. The combination of an efficient, new operating system designed for fast performance and rich digital media applications make BeOS an ideal solution for both processor-intensive applications and smaller devices used to access the Internet.
As users have embraced digital media, they have come to expect richer content, high resolution audio, video and images when using personal computers, consumer electronic devices and software applications. With the growth of the Internet, many users are also demanding that the same level of high resolution audio, real-time video and detailed 3D graphics and animation be delivered over the Internet. However, existing operating system architectures have increasingly become a key limiting factor in meeting these demands. The growing demand for richer content, audio and video editing and processing capabilities, 3D graphics, and Internet-delivered digital media is placing considerable strain on traditional operating systems.
We believe the continued growth of the Internet and emergence of Internet appliances provide a significant market opportunity to increase the installed base of BeOS. Internet appliances are any device primarily used for accessing the Internet and using Internet-based content, services and applications. Internet appliances can include low-cost or entry-level PCs, flat panel terminals, smart hand-held devices such as PDAs, Internet screen-phones, and set-top boxes that provide Internet access via the television. International Data Corporation ("IDC") estimates that the number of Internet users will grow from approximately 100 million worldwide in 1998 to approximately 319 million worldwide by the end of 2002. IDC also projects that worldwide shipments of Internet appliances (excluding PCs) will grow from 5.9 million units in 1998 to over 55.7 million in 2002. By 2002, IDC estimates that there will be more than 151 million Internet appliances installed worldwide.
Our strategy is to promote BeOS through relationships with OEMs, application developers, consumer electronic manufacturers and Internet service and content providers. We currently have strategic relationships with Hitachi, Ltd., Fujitsu Computers GmbH and Intel Corporation. We are working with application developers to increase the number and range of applications running on BeOS, including audio and video mixing, graphics, productivity and gaming applications. Current Internet-based applications running on BeOS include a native Web browser, email, file transfer and productivity tools.
To further promote BeOS as the operating system of choice for digital media and Internet-based applications, we will launch the "Be Everywhere" marketing campaign, the goal of which will be to encourage use and increase awareness of BeOS. We currently market and sell BeOS through distributors, resellers and our Be Depot.com Web site, and we intend to establish agreements with OEMs and Internet appliance manufacturers to bundle BeOS with their hardware platforms and devices. Our objective is to establish BeOS as the premier operating system for Internet appliances and for professionals, enthusiasts and consumers demanding media-rich capabilities on any hardware platform.
Be was founded in 1990. Our principal executive offices are located at 800 El Camino Real, Suite 400, Menlo Park, California 94025, and our telephone number is (650) 462-4100. Our Web site address is www.be.com. Information contained on our Web site does not constitute part of this prospectus.
The Offering
Common stock offered by us................... [ ] shares Common stock to be outstanding after the offering.................................... [ ] shares Use of proceeds.............................. For increased sales and marketing activities, research and development, working capital and other general corporate purposes. See "Use of Proceeds."
Proposed Nasdaq National Market symbol....... BEOS The total number of shares of common stock to be outstanding after the offering shown above does not include (1) up to [ ] shares issuable pursuant to the underwriters' over-allotment option, (2) 5,910,347 shares reserved for issuance upon the exercise of stock options outstanding as of March 31, 1999 under our 1992 Stock Option Plan, 1999 Equity Incentive Plan, and 1999 Non-Employee Directors' Stock Option Plan, (3) 5,089,653 shares available for future grant or issuances under our 1992 Stock Option Plan, 1999 Equity Incentive Plan, 1999 Non-Employee Directors' Stock Option Plan, and our Employee Stock Purchase Plan, and (4) outstanding warrants to purchase an aggregate of 2,870,975 shares of common stock.
Except as otherwise indicated, all information in this prospectus assumes:
. the underwriters' over-allotment option is not exercised;
. automatic conversion of each outstanding share of preferred stock into one share of common stock;
. our reincorporation in Delaware prior to the closing of this offering; and . a for one stock split of our common stock prior to the closing of this offering.