Be Inc. –

MENLO PARK, Calif. – Be Inc., a company that produces and markets operating systems designed to improve performance of digital media, filed for an initial public offering May 6. The company has not announced how many shares it plans to offer or a suggested stock price.

Alta California Partners L.P., August Capital L.P., AVI Capital L.P. and New Enterprise Associates were venture investors.

Volpe Brown Whelan & Co. and Needham & Co. Inc. are underwriting the offering.

Be Inc., founded in 1990, produces a system that allows consumers to operate multiple video, audio, image processing and Internet-based software applications. The system allows these devices to operate simultaneously and provides home computer users with clarity, stability and processor performance. The company’s BeOS system can be combined with other software solutions to create third-party software for various industries. Customers who are third-party developers include BeatWare Inc., Gobe Software Inc. and Level Control Systems Ltd.

The company incurred losses of $7.8 million in 1996, $10.4 million in 1997 and $16.9 million in 1998. Be Inc. has acquired approximately $54.6 million of debt.

Proceeds from the offering will be used for general corporate purposes.

Christian Marchandise, chief executive officer of Smart Valley Investments, joined the company’s board of directors in December 1995, followed by Garrett Gruener, general partner of Alta, in April 1996. Barry Weiman, general partner of Media Technology Ventures, and Stewart Alsop, general partner of New Enterprise, became directors in February 1998 and March of this year, respectively.

Be – Selected Financial

(in thousands, except per share data )

Year Ended December 31, Three Months Ended March 31,

1994 1995 1996 1997 1998 1998 1999

Net revenue 86 1,199 64 309

Net loss -2,587 -4,777 -7,777 -10,433 -16,861 -2,924 -5,846

Net loss per common share -80.84 -154.1 -10.85 -4.87 -5.8 -1.09 -1.54