-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MOgT0LBsLTI1UVLU4t13avzKaxekyw2PDmwvlWJWhwN7AV+FrtfyNga/XsOaY34z Go0vBstDAWIrnHOs6xdfOA== 0001012870-01-503207.txt : 20020413 0001012870-01-503207.hdr.sgml : 20020413 ACCESSION NUMBER: 0001012870-01-503207 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20011128 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011217 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PALM INC CENTRAL INDEX KEY: 0001100389 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER TERMINALS [3575] IRS NUMBER: 943150688 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29597 FILM NUMBER: 1815928 BUSINESS ADDRESS: STREET 1: 5470 GREAT AMERICA PARKWAY CITY: SANTA CLARA STATE: CA ZIP: 95052 BUSINESS PHONE: 4083269000 MAIL ADDRESS: STREET 1: 5470 GREAT AMERICA PARKWAY CITY: SANTA CLARA STATE: CA ZIP: 95052-8145 8-K 1 d8k.txt FORM 8-K - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 28, 2001 PALM, INC. ---------------- (Exact name of registrant as specified in its charter) Delaware 000-29597 94-3150688 --------- ---------- ---------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 5470 Great America Parkway Santa Clara, CA 95052 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (408) 878-9000 (Former name or former address, if changed since last report) - -------------------------------------------------------------------------------- Item 5. Other Events and Regulation FD Disclosure. On November 28, 2001, Palm, Inc. issued a press release entitled "Palm Advances Turnaround Strategy; Updated Q2 Financial Outlook Demonstrates Efforts Taking Hold; Actions Include Net Employee Headcount Reductions; Strategic Hiring." The press release is attached as Exhibit 99.1 to this current report. On December 12, 2001, Palm, Inc. issued a press release entitled "Palm, Inc.'s Solutions Group Agrees to Acquire ThinAirApps, Inc.; Move to Give Palm Ownership of Server-based Messaging Platform, Complete End-to-end Solution for the Enterprise Customer, and Position Group for Long-term Leadership in Wireless Arena." The press release is attached as Exhibit 99.2 to this current report. On December 17, 2001, Palm, Inc. issued a press release entitled "Palm and Texas Insruments Engage in Far-reaching Collaboration; Palm Selects OMAP (TM) Processors for Next-generation ARM (R)-based Solutions, Wireless." The press release is attached as Exhibit 99.3 to this current report. This summary is qualified in its entirety by reference to Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3 to this current report. Item 7. Financial Statements and Exhibits. (a) Financial statements of businesses acquired. Not applicable. (b) Pro forma financial information. Not applicable. (c) Exhibits. Exhibit No. Description of Exhibits - ---------- ----------------------- 99.1 Text of press release, dated November 28, 2001, entitled "Palm Advances Turnaround Strategy; Updated Q2 Financial Outlook Demonstrates Efforts Taking Hold; Actions Include Net Employee Headcount Reductions; Strategic Hiring." 99.2 Text of press release, dated December 12, 2001, entitled "Palm, Inc.'s Solutions Group Agrees to Acquire ThinAirApps, Inc.; Move to Give Palm Ownership of Server-based Messaging Platform, Complete End-to-end Solution for the Enterprise Customer, and Position Group for Long-term Leadership in Wireless Arena." 99.3 Text of press release, dated December 17, 2001, entitled "Palm and Texas Instruments Engage in Far-reaching Collaboration; Palm Selects OMAP (TM) Processors for Next-generation ARM (R)-based Solutions, Wireless." -2- SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PALM, INC. Date: December 17, 2001 By: /s/ Stephen Yu -------------------------------------- Stephen Yu Vice President, General Counsel and Secretary EXHIBIT INDEX Exhibit No. Description of Exhibits - ---------- ----------------------- 99.1 Text of press release, dated November 28, 2001, entitled "Palm Advances Turnaround Strategy; Updated Q2 Financial Outlook Demonstrates Efforts Taking Hold; Actions Include Net Employee Headcount Reductions; Strategic Hiring." 99.2 Text of press release, dated December 12, 2001, entitled "Palm, Inc.'s Solutions Group Agrees to Acquire ThinAirApps, Inc.; Move to Give Palm Ownership of Server-based Messaging Platform, Complete End-to-end Solution for the Enterprise Customer, and Position Group for Long-term Leadership in Wireless Arena." 99.3 Text of press release, dated December 17, 2001, entitled "Palm and Texas Instrument Engage in Far-reaching Collaboration; Palm Selects OMAP (TM) Processors for Next-generation ARM (R)-based Solutions, Wireless." -4- EX-99.1 3 dex991.txt TEXT OF PRESS RELEASE DATED 11/28/2001 Exhibit 99.1 Palm Advances Turnaround Strategy Updated Q2 Financial Outlook Demonstrates Efforts Taking Hold; Actions Include Net Employee Headcount Reductions, Strategic Hiring SANTA CLARA, Calif., Nov. 28 /PRNewswire/ -- Palm, Inc. (Nasdaq: PALM) today announced that its turnaround strategy, begun six months ago, and its move to create two strong businesses continue to make progress. The company updated its Q2 financial outlook and announced other actions to bring cost structure and resources into alignment with the strategic needs of its Solutions and Platform businesses. The company said it expects to report revenue for its fiscal second quarter, ending Nov. 30, 2001, of between $250 million and $280 million, which is toward the upper end of its prior guidance. For the same period, Palm expects to meet consensus analyst estimates, with a pro forma loss of approximately 7 cents per share. Pro forma results exclude the effects of amortization of goodwill and intangibles, restructuring charges and special excess inventory related charges/benefits. The company expects to report final results for the second quarter on Dec. 19, 2001, after the market closes. To bring its resources into alignment with the strategic needs of its Solutions and Platform businesses, Palm said it would reduce its current work force by a net of approximately 250 employees and contractors, after accounting for the planned hiring of additional people with skill sets to match the future needs of Palm's Solutions and Platform Solutions groups. With the completed acquisition of certain Be Incorporated assets, for example, the Platform Group this month was able to recruit 45 software engineers and support staff to enhance its future OS roadmap and improve internal development processes. Activities to make the group a wholly owned Palm subsidiary are progressing on schedule under the direction of Dave Nagel, president and chief executive officer of Palm's Platform Solutions Group. "We are pleased to report an improvement in our revenue outlook," said Eric Benhamou, chairman of the board and chief executive officer of Palm, Inc. "Palm is executing better than a few months ago in both of our core businesses. And we are now in a position to further reduce our cost structure. Together, these favorable factors will accelerate our return to profitability." As part of aligning cost structure with its business strategies, Palm is streamlining functions throughout the organization. In central functions, such as information technology, finance and human resources, Palm has increased efficiency by taking advantage of new systems and processes implemented in recent months. Since arriving in June, Todd Bradley, executive vice president and chief operating officer of Palm's Solutions Group, and his new management team, have aggressively re-engineered business operations, reducing costs, emphasizing faster product development cycles and improving supply chain management. Palm's business consists of the following: -- The Solutions Group is responsible for designing and delivering the popular Palm family of products, including the Palm(TM) m100 and Palm m500 series handhelds, as well as hardware add-ons, software and accessories. Those products are sold to consumers, mobile individual professionals and central purchases made by enterprises. -- The Platform Solutions Group is responsible for developing the Palm operating system, licensing it to a growing number of companies and working to make handheld computing pervasive. By the end of calendar year 2001, the Platform Solutions Group is expected to become a separate subsidiary of Palm, a move that increases focus and drives innovation in both of Palm's businesses. About Palm, Inc. Palm, Inc. is a pioneer in the field of mobile and wireless Internet solutions and a leading provider of handheld computers, according to IDC (December 2000). Based on the Palm OS(R) platform, Palm's handheld solutions allow people to carry and access their most critical information wherever they go. Palm(TM) handhelds address the needs of individuals, enterprises and educational institutions through thousands of application solutions. The Palm OS platform is also the foundation for products from Palm's licensees and strategic partners, such as Acer, Franklin Covey, HandEra (formerly TRG), Handspring, IBM, Kyocera, Samsung, Sony and Symbol Technologies. Platform licensees also include AlphaSmart, Garmin and Nokia. The Palm Economy is a growing global community of industry-leading licensees, world-class OEM customers, and approximately 175,000 innovative developers and solution providers that have registered to develop solutions based on the Palm OS platform. Palm went public on March 2, 2000. Its stock is traded on the Nasdaq national market under the symbol PALM. More information is available at http://www.palm.com. Safe Harbor Statement This press release contains forward-looking statements within the meaning of the federal securities laws, including statements regarding the following: Palm's intentions and expectations regarding its turnaround strategy and its move to create two strong businesses; Palm's intentions and expectations regarding actions to bring cost structure and resources into alignment with the strategic needs of its businesses; Palm's expectations regarding its financial results for its fiscal second quarter, revenues, pro forma loss and pro forma results; Palm's expectations regarding its reporting of final results for its second quarter; Palm's intentions and expectations regarding its employees, its reduction in work force and its hiring of additional people; Palm's intentions and expectations regarding enhancing its future OS roadmap and improving internal development processes; Palm's intentions and expectations about executing in its core businesses, its position to further reduce its cost structure and the acceleration of its return to profitability; Palm's intentions and expectations regarding streamlining functions and increasing efficiency in central functions by taking advantage of new systems and processes; Palm's intentions and expectations regarding re-engineering of business operations, reducing costs, emphasizing faster product development cycles and improving supply chain management; Palm's intentions and expectations regarding the Platform Solutions Group, the separation of Palm's businesses and the effects of the separation on Palm's businesses; and Palm's expectations regarding its products and solutions and the Palm Economy. These statements are subject to risks and uncertainties that could cause actual results and events to differ materially, including possible fluctuations in the demand for Palm's products and services, possible fluctuations in economic conditions affecting the markets for Palm's products and services, possible defects in existing or future products or solutions, possible marketing or development delays in future products or solutions, Palm's ability to compete with existing and new competitors and possible future price-cutting or other actions by Palm's competitors, possible difficulties relating to the reduction in work force, possible difficulties relating to a recent leadership change and possible difficulties relating to the separation of the businesses. A detailed discussion of other risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in Palm's most recent filings with the Securities and Exchange Commission, including Palm's quarterly report on Form 10-Q for the fiscal quarter ended August 31, 2001, as amended, and Palm's Registration Statement on Form S-4 filed on September 10, 2001, as amended. Palm undertakes no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this press release. NOTE: Palm OS is a registered trademark and Palm is a trademark of Palm, Inc. Other brands may be trademarks of their respective owners. MAKE YOUR OPINION COUNT - Click Here http://tbutton.prnewswire.com/prn/11690X78280392 ------------------------------------------------ SOURCE Palm, Inc. Web site: http://www.palm.com - ----------------------------- CONTACT: Marlene Somsak, media relations, +1-408-878-2592, or marlene.somsak@corp.palm.com, or Jimmy Johnson, investor relations, - ---------------------------- +1-408-878-2771, or jimmy.johnson@corp.palm.com, both of Palm, Inc. --------------------------- EX-99.2 4 dex992.txt TEXT OF PRESS RELEASE DATED 12/12/2001 Exhibit 99.2 Palm, Inc.'s Solutions Group Agrees to Acquire ThinAirApps, Inc. Move to Give Palm Ownership of Server-based Messaging Platform, Complete End-to-end Solution for the Enterprise Customer, and Position Group For Long-term Leadership in Wireless Arena SANTA CLARA, Calif. and NEW YORK, Dec. 12 /PRNewswire/ -- Palm, Inc. (Nasdaq: PALM) and ThinAirApps, Inc. today announced that they have signed a definitive agreement for Palm to acquire ThinAirApps, a privately held, New York-based developer of software and applications enabling secure wireless access to corporate email and other critical enterprise data. The acquisition, which is valued at 19 million dollars and will be paid for with Palm common stock, is expected to close by the end of the calendar year. This move marks a commitment by Palm's Solutions Group to offer enterprise customers a secure, server-based messaging platform and lays the foundation for future strategic relationships with enterprise application providers. Palm's Solutions Group has had a long-standing relationship with ThinAirApps and is an active licensee of its products. ThinAirApps groupware technology currently allows Palm employees in the United States to access various Microsoft Outlook functions on their wireless Palm(TM) VII handhelds, including calendar, email, contacts, tasks and notes, and is central to Palm's own behind-the-firewall email solution for employees and customers. In addition, Palm has been working with ThinAirApps over the last year on the development of server technologies for Palm's next-generation, behind-the-firewall email and messaging solutions. The acquisition also is part of the company's plan to strengthen its existing enterprise skill set, and Palm expects most of ThinAirApps' employees to continue with Palm, including the engineering team. "Acquiring ThinAirApps is a lynchpin of our long-term enterprise and wireless strategies," said Todd Bradley, executive vice president and chief operating officer of Palm's Solutions Group. "This move, combined with our previous acquisition of Actual Software Corporation, will give us the server-side and client-side software needed to provide integrated, end-to-end messaging solutions for the enterprise customer in our next-generation wireless products, and, ultimately, to expand the benefits of wireless to ever broader markets." "This move by Palm's Solutions Group will give ThinAirApps access to an installed base of potentially millions of handheld users going wireless in the next phase of the handheld revolution," said Jon Oakes, chairman, president and chief executive officer of ThinAirApps. "With the addition of ThinAirApps technologies to Palm's own email client software, notification and push technologies, Palm will rise to the top of the short list for enterprises going mobile." Specifically, the acquisition will give the Solutions Group a number of key advantages: -- An end-to-end solution that includes device, server and client software to meet the primary needs of Palm's corporate customers; -- Software assets that enhance Palm's opportunities for recurring revenue and application licensing; -- Greater control and influence over the timing and future direction of next-generation enterprise email and messaging applications; -- Key intellectual property and engineering expertise to help strengthen Palm's existing relationships with enterprise-focused resellers, and middleware and application vendors; and -- Enterprise server-side software assets that make it easier for corporations to standardize on the Palm platform. About ThinAirApps, Inc. A wireless software leader since their introduction of the industry's first multi-device behind-the-firewall wireless platform in 1999, ThinAirApps, Inc. has continued to lead the market with innovative wireless groupware and enterprise data access solutions. Identicon DB(TM), ThinAirApps' newest infrastructure product, enables rapid development of secure, wireless, rich-client applications capable of interacting with any standard relational database. ThinAir technology is in use at over 130 enterprises worldwide. NOTE: ThinAirApps is a Safeguard Scientifics (NYSE: SFE) partner company and is headquartered in New York City. About Palm, Inc. Palm, Inc. is a pioneer in the field of mobile and wireless Internet solutions and a leading provider of handheld computers, according to IDC (December 2000). Based on the Palm OS(R) platform, Palm's handheld solutions allow people to carry and access their most critical information wherever they go. Palm(TM) handhelds address the needs of individuals, enterprises and educational institutions through thousands of application solutions. The Palm OS platform is also the foundation for products from Palm's licensees and strategic partners, such as Acer, Franklin Covey, HandEra (formerly TRG), Handspring, IBM, Kyocera, Samsung, Sony and Symbol Technologies. Platform licensees also include AlphaSmart, Garmin and Nokia. The Palm Economy is a growing global community of industry-leading licensees, world-class OEM customers, and approximately 175,000 innovative developers and solution providers that have registered to develop solutions based on the Palm OS platform. Palm went public on March 2, 2000. Its stock is traded on the Nasdaq national market under the symbol PALM. More information is available at http://www.palm.com. Safe Harbor Statement This press release contains forward-looking statements within the meaning of the federal securities laws, including statements regarding the following: intentions and expectations regarding the proposed acquisition and the benefits and advantages of the proposed acquisition; expectations regarding the timing of the closing of the acquisition; intentions and expectations regarding enterprise customers, the enterprise market, strategic relationships with enterprise application providers and strengthening of Palm's enterprise skill set; intentions and expectations regarding Palm's enterprise and wireless strategies; expectations regarding the market for wireless products and services, wireless products and Palm's position in the wireless arena; expectations regarding ThinAirApps' employees; beliefs and expectations regarding Palm's and ThinAirApps' technologies, products, services and solutions; beliefs and expectations regarding the Palm Economy. These statements are subject to risks and uncertainties that could cause actual results and events to differ materially, including the satisfaction of the conditions to the closing of the proposed acquisition, possible difficulties in integrating the employees of ThinAirApps into Palm, possible difficulties integrating ThinAirApps' technologies into Palm's products, services and solutions, possible fluctuations in the demand for Palm's products and services, possible fluctuations in economic conditions affecting the markets for Palm's products and services, possible defects in existing or future products or solutions, possible marketing or development delays in future products or solutions, Palm's ability to compete effectively with existing and new competitors in the enterprise market and the market for wireless products and services, possible difficulties relating to a recent leadership change at Palm and possible difficulties relating to the separation of Palm's businesses. A detailed discussion of other risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in Palm's most recent filings with the Securities and Exchange Commission, including Palm's quarterly report on Form 10-Q for the fiscal quarter ended August 31, 2001, as amended, and Palm's Registration Statement on Form S-4 filed on September 10, 2001, as amended. Palm undertakes no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this press release. NOTE: Palm OS is a registered trademark and Palm is a trademark of Palm, Inc. Other brands may be trademarks of their respective owners. MAKE YOUR OPINION COUNT - Click Here http://tbutton.prnewswire.com/prn/11690X50155606 ------------------------------------------------ SOURCE Palm, Inc. Web site: http://www.palm.com ------------------- CONTACT: Media, Marlene Somsak, +1-408-878-2592, or marlene.somsak@corp.palm.com, or Investors, Jimmy Johnson, +1-408-878-2771, or - ---------------------------- jimmy.johnson@corp.palm.com, both of Palm, Inc. - --------------------------- EX-99.3 5 dex993.txt TEXT OF PRESS RELEASE DATED 12/17/2001 Exhibit 99.3 Palm and Texas Instruments Engage in Far-reaching Collaboration Palm Selects OMAP(TM) Processors for Next-generation ARM(R)-based Solutions, Wireless SANTA CLARA, Calif. and DALLAS, Dec. 17 /PRNewswire/ -- Palm, Inc. (Nasdaq: PALM) and Texas Instruments (TI) (NYSE: TXN) today announced that they have entered into a multifaceted business alliance that encompasses technology, product collaboration and joint marketing. Integral to the agreement, Palm's Solutions Group has selected TI's OMAP(TM) processor platform to power a set of next-generation handheld solutions, and TI's wireless GSM/GPRS technology to enable seamless connections of Palm(TM) handheld computers. By working with TI, the market leader in wireless technology, Palm executes on its key objectives of moving product lines to the more powerful ARM(R)-based processors and delivering wireless solutions to large enterprises. The alliance also shows accelerated market adoption of TI's OMAP processors as standard solutions for supporting data and multimedia-centric applications for handheld devices, in addition to wireless voice. The alliance further advances TI's strategy to address voice, data and multimedia regardless of the form factor. By combining TI's wireless technology leadership with Palm's expertise in handheld computing, the companies can bring users higher performance, longer battery life and a host of new capabilities. Examples of new business functions could include utilizing rich multimedia presentations or documents, or employing biometrics for security (fingerprinting); other more mainstream functions might include searching large databases, browsing the Web with rich multimedia content, playing video clips, listening to music, or playing graphically intensive, interactive games. "Working together, Palm and TI can accelerate the convergence of wireless voice, multimedia, and data," said Todd Bradley, Palm's executive vice president and COO of the Solutions Group. "We believe these capabilities will be increasingly important to the growing number of mobile enterprise users." "We are excited to work with Palm, the leader in handheld computing," said Gilles Delfassy, TI senior vice president and general manager of TI's Wireless Business Unit. "With TI's OMAP and wireless technology, Palm will deliver a set of next-generation devices that take the user experience to new levels." Palm and TI will share resources and technologies to accelerate the development of superior wireless solutions for enterprise customers as well as consumers. The companies also will co-promote the features and benefits of the resulting products to expand the market for wireless handhelds. TI also will endorse the OMAP processor-powered Palm solutions by adopting them internally as an executive standard, and placing them on its approved technology standards list for its more than 35,000 employees worldwide. In addition to Palm's selection of TI's OMAP processors and GSM/GPRS technology for a set of next-generation handheld solutions, TI will continue to offer Palm its portfolio of other silicon and software products, which include advanced DSP-based GSM/GPRS modem processors, OMAP application processors, radio frequency, analog baseband technology, power management, audio codecs and touch-screen controllers. Palm will leverage TI's strong wireless systems expertise and experience with leading design manufacturers to support development and manufacturing. TI's OMAP processor platform provides a foundation for enabling new applications. The TI platform has become the de-facto standard for 2.5G and 3G wireless handhelds today. OMAP processors support high-performance and low power consumption -- essential features for any mobile device -- and are scalable to address any market segment. A broad network of developers is creating a variety of new applications based on the OMAP processors today. Through the Palm OS Ready Program offered by the Palm Platform Solutions Group, TI is optimizing the OMAP wireless platform for the Palm OS(R). Palm branded handhelds that incorporate OMAP processors are expected to be introduced in approximately one year. About Palm, Inc. Palm, Inc. is a pioneer in the field of mobile and wireless Internet solutions and a leading provider of handheld computers, according to IDC (December 2000). Based on the Palm OS(R) platform, Palm's handheld solutions allow people to carry and access their most critical information wherever they go. Palm(TM) handhelds address the needs of individuals, enterprises and educational institutions through thousands of application solutions. The Palm OS platform is also the foundation for products from Palm's licensees and strategic partners, such as Acer, Franklin Covey, HandEra (formerly TRG), Handspring, IBM, Kyocera, Samsung, Sony and Symbol Technologies. Platform licensees also include AlphaSmart, Garmin and Nokia. The Palm Economy is a growing global community of industry-leading licensees, world-class OEM customers, and approximately 175,000 innovative developers and solution providers that have registered to develop solutions based on the Palm OS platform. Palm went public on March 2, 2000. Its stock is traded on the Nasdaq national market under the symbol PALM. More information is available at http://www.palm.com. About TI Texas Instruments Incorporated is the world leader in digital signal processing and analog technologies, the semiconductor engines of the Internet age. The company's businesses also include sensors and controls, and educational and productivity solutions. TI is headquartered in Dallas, Texas, and has manufacturing or sales operations in more than 25 countries. Texas Instruments is traded on the New York Stock Exchange under the symbol TXN. More information is located on the World Wide Web at: http://www.ti.com. Safe Harbor Statement Statements contained in this press release regarding future product development and development timelines, expansion of the markets for wireless handhelds, expected capabilities and functionalities of Palm handheld computers and wireless solutions, expected promotional activities, expected endorsement and adoption of the OMAP processor-powered Palm solutions, continued availability of certain TI products and other statements of management's beliefs, goals and expectations may be considered "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements, including possible difficulties integrating TI's technologies into Palm's products, services and solutions; possible fluctuations in the demand for Palm's products and services; possible fluctuations in economic or market conditions; changes in product plans, possible defects in existing or future products or solutions; possible marketing or development delays in future products or solutions; Palm's ability to compete effectively with existing and new competitors in the markets in which it competes or expects to compete; possible difficulties relating to a recent leadership change at Palm and possible difficulties relating to the separation of Palm's businesses. A detailed description of other risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in TI's and Palm's most recent filings with the Securities and Exchange Commission, including TI's most recent Form 10-K, Palm's quarterly report on Form 10-Q for the fiscal quarter ended August 31, 2001, as amended, and Palm's Registration Statement on Form S-4 filed on September 10, 2001, as amended. We disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this press release. NOTE: Palm OS is a registered trademark and Palm is a trademark of Palm, Inc. OMAP is a trademark of Texas Instruments Incorporated. ARM is a registered trademark of ARM Limited. All trademarks and registered trademarks are the property of their respective owners. SOURCE Palm, Inc. Web site: http://www.palm.com ------------------- CONTACT: Ronni Sarmanian of Palm media relations, +1-408-878-2547, or Ronni.sarmanian@corp.palm.com; or Kathryn ----------------------------- Bengtson of Texas Instruments media relations, +1-214-480-2046, or Kbengtson@ti.com ---------------- -----END PRIVACY-ENHANCED MESSAGE-----