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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Be Incorporated
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(Exact Name of Registrant as Specified in its Charter)
Delaware 94-3123667
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
800 El Camino Real, Suite 400, Menlo Park, California 94025
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(Address of principal executive office) (Zip code)
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If this form relates to the registration of a class of If this form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange Act securities pursuant to Section 12(g) of the Exchange Act
and is effective pursuant to General Instruction A.(c), and is effective pursuant to General Instruction A.(d),
check the following box: [_] check the following box: [X]
Securities Act registration statement number to which this
form relates: 333-77855
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(if applicable)
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Item 1. Description of Registrant's Securities to be Registered.
A description of the Common Stock to be registered hereunder is contained in
the section entitled "Description of Capital Stock," commencing at page 57 of
the Prospectus included in the Registrant's Form S-1 Registration Statement, as
amended (No. 333-77855), initially filed with the Securities and Exchange
Commission on May 6, 1999 and is incorporated herein by reference.
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Item 2. Exhibits.
Exhibit
Number Description
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3.1 Form of Amended and Restated Certificate of Incorporation to be filed upon the completion of this offering./1/
3.2 Bylaws of the Registrant./1/
4.1 Form of Common Stock Certificate./1/
4.2 Form of Warrant to purchase an aggregate of up to 1,219,648 shares of common stock issued in connection with the
Registrant's Series 1 Convertible Preferred Stock financing./1/
4.3 Warrant to purchase up to 103,177 shares of common stock, dated May 31, 1998, issued by the Registrant to
Financial Square Partners, L.P./1/
4.4 Warrant to purchase up to 9,688 shares of common stock, dated December 23, 1998, issued by the Registrant to
Financial Square Partners, L.P./1/
4.5 Warrant to purchase up to 1,538,462 shares of common stock, dated December 23, 1998, issued by the Registrant to
Intel Corporation./1/
4.6 Amended and Restated Investor's Rights Agreement, dated February 4, 1998./1/
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/1/Filed as an exhibit to the Registration Statement and incorporated herein by
reference.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
Be Incorporated
Date: June 16, 1999
/s/ Wesley S. Saia
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Wesley S. Saia
Vice President, Chief Financial Officer
and Assistant Secretary
