<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
GEOTEK COMMUNICATIONS, INC.
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(Name of Issuer)
Common Stock, $.01 Par Value
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(Title of Class of Securities)
373654102
-----------------------------
(CUSIP Number)
Stephen M. Vine, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
399 Park Avenue
New York, New York 10022
(212) 872-1000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 7, 1995
---------------------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosure provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Continued on following page(s)
Page 1 of 15 Pages
Exhibit Index: Page 13
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 373654102 PAGE 2 OF 15 PAGES
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
S-C RIG INVESTMENTS-III, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. /x/
b. / /
3 SEC Use Only
4 Source of Funds*
WC
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) / /
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 5,916,514
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 5,916,514
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,916,514
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* / /
13 Percent of Class Represented By Amount in Row (11)
10.26%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 373654102 PAGE 3 OF 15 PAGES
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
S-C RIG CO.
2 Check the Appropriate Box If a Member of a Group*
a. /x/
b. / /
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) / /
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 5,916,514
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 5,916,514
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,916,514
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* / /
13 Percent of Class Represented By Amount in Row (11)
10.26%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP NO. 373654102 PAGE 4 OF 15 PAGES
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
PURNENDU CHATTERJEE
2 Check the Appropriate Box If a Member of a Group*
a. /x/
b. / /
3 SEC Use Only
4 Source of Funds*
PF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) / /
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 6,136,514
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 6,136,514
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
6,136,514
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* / /
13 Percent of Class Represented By Amount in Row (11)
10.64%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
This Amendment No. 6 to Schedule 13D amends the Schedule 13D, dated
November 9, 1993 (the "Initial Statement") and all prior amendments thereto,
filed by the Reporting Persons (as defined herein), with respect to shares of
common stock, $0.01 par value ("Common Stock"), of Geotek Communications, Inc.
(the "Issuer"). The address of the principal executive office of the Issuer is
20 Craig Road, Montvale, New Jersey 07645. This Amendment No. 6 to the Initial
Statement is being filed by the Reporting Persons to report the acquisition by
S-C Rig Investments-III, L.P. of 20,700 Units (as defined herein) pursuant to
its rights under the 1994 Stock Purchase Agreement (as defined herein). This
Amendment No. 6 amends, restates and replaces all previous filings on Schedule
13D as it is the first amendment to be filed on EDGAR.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed on behalf of:
(i) S-C Rig Investments-III, L.P. ("S-C Rig III");
(ii) S-C Rig Co. (the "General Partner"); and
(iii) Purnendu Chatterjee ("Dr. Chatterjee"), in his individual capacity and
in his capacity as president, sole director and sole shareholder of the
General Partner;
(collectively, the "Reporting Persons").
The Reporting Persons
S-C Rig III, the General Partner and Dr. Chatterjee
S-C Rig III is a Delaware limited partnership organized pursuant to
the terms of a limited partnership agreement dated April 27, 1993. S-C Rig III
has its principal place of business and principal office at 888 Seventh Avenue,
30th Floor, New York, New York 10106. The sole business of S-C Rig III is to
make investments.
The sole general partner of S-C Rig III is S-C Rig Co., a Delaware
corporation, with its principal place of business at 888 Seventh Avenue, 30th
Floor, New York, New York 10106. The principal business of the General Partner
is to act as general partner of S-C Rig III. Dr. Chatterjee, a United States
citizen, is the president, sole director and sole shareholder of the General
Partner. Dr. Chatterjee's principal occupation is as an investment manager
with his principal place of business at 888 Seventh Avenue, 30th Floor, New
York, New York 10106.
Tivadar Charitable Lead Trust dated September 30, 1982 ("Tivadar") and
PMCC Acquisition Corp. ("PMCC") are the sole limited partners of S-C Rig III.
Tivadar is a charitable lead trust created by Mr. George Soros, as grantor, on
September 30, 1982 for the benefit of charitable donees and members of his
family. Mr. Michael C. Neus serves as the sole trustee for Tivadar, which is
governed by the laws of the State of New York.
The principal occupation of Mr. Soros, a United States citizen, is as
an investment manager. Mr. Soros conducts his business through Soros Fund
Management ("SFM"), a sole proprietorship which has its office at 888 Seventh
Avenue, 33rd Floor, New York, New York 10106. Mr. Neus, a United States
citizen, is principally
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engaged in the practice of law in his capacity as Assistant General Counsel of
SFM. The principal place of business of Tivadar is in the State of New Jersey.
PMCC is a Delaware corporation with its principal place of business at
888 Seventh Avenue, 30th Floor, New York, New York 10106. Dr. Chatterjee is
the president, sole director and sole shareholder of PMCC. The sole business
of PMCC is to make investments.
During the past five years, neither S-C Rig III nor the General
Partner has been: (a) convicted in a criminal proceeding; or (b) a party
to any civil proceeding as a result of which either of them has been subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws, or finding any violation with respect to such laws.
On January 13, 1993, the Securities and Exchange Commission (the
"Commission") filed a civil complaint in the United States District Court for
the District of Massachusetts against certain defendants, including Dr.
Chatterjee, wherein the Commission alleged that Dr. Chatterjee engaged in
conduct in violation of, or aided and abetted certain alleged violations of,
Sections 10(b) and 14(e) of the Securities Exchange Act of 1934, as amended
(the "1934 Act"), and certain rules promulgated thereunder. Dr. Chatterjee
settled the Commission's action on the same date it was filed without admitting
or denying the allegations of the complaint. Dr. Chatterjee consented to the
entry of a Final Judgment restraining and enjoining him from, inter alia,
violating, or aiding and abetting violations of, Sections 10(b) and 14(e) of
the 1934 Act and the rules promulgated thereunder. Dr. Chatterjee also agreed
to pay a civil penalty of $643,855. During the past five years, Dr.
Chatterjee, has not been convicted in any criminal proceeding.
Previous 13D filings made as respects the Issuer have listed Tivadar
as a Reporting Person. Tivadar is no longer deemed a Reporting Person
hereunder.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As of November 1, 1993, the Issuer and S-C Rig III entered into a
stock purchase agreement (the "1993 Stock Purchase Agreement"), a copy of which
is attached to the Initial Statement as Exhibit C. Pursuant to the terms of
the 1993 Stock Purchase Agreement, on December 15, 1993, S-C Rig III purchased
from the Issuer in a private placement 444,445 shares of Series H Participating
Cumulative Convertible Preferred Stock (the "Series H Shares") for an aggregate
purchase price of $40,000,050.
On September 28, 1994, the Issuer and S-C Rig III entered into a stock
purchase agreement (the "1994 Stock Purchase Agreement"), a copy of which is
attached as Exhibit C to Amendment No. 3 to the Initial Statement. Pursuant to
the terms of the 1994 Stock Purchase Agreement, on December 1, 1994, S-C Rig
III purchased 20 Series I shares (the "Series I Shares") from the Issuer for an
aggregate purchase price of $10,000,000.
On August 4, 1995, S-C Rig III agreed to purchase, and on August 11,
1995, S-C Rig III did purchase, 20,700 units (the "Units") from the Issuer for
an aggregate purchase price of $10,000,000. Each Unit consists of one $1,000
principal amount 15% Senior Secured Discount Note due 2005 (the "Senior Secured
Notes") and warrants (the "Warrants") to purchase 30 shares of Common Stock at
an initial price of $9.90 per share, subject to adjustment in certain
circumstances. The Warrants expire on July 15, 2005.
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S-C Rig III obtained the funds for payment of the purchase price of
each of the aforementioned transactions from its partners. Such partners
obtained their funds from working capital or personal funds.
ITEM 4. PURPOSE OF TRANSACTION.
S-C Rig III acquired the Series H Shares, the Series I Shares and the
Units reported herein as having been acquired by it (and the shares of Common
Stock issuable upon conversion or exercise of such securities) for investment
purposes.
The Series H Shares were issued on the terms set forth in the
Certificate of Designation attached as Exhibit B to the 1993 Stock Purchase
Agreement (the "Series H Certificate of Designation"). The Series H
Certificate of Designation confers on holders of the Series H Shares the rights
provided for therein. The stated value of the Series H Shares is $90 per
share, with a cumulative preferred dividend of 5% of the stated value thereof
which may, with the agreement of the Issuer and the holders of the Series H
Shares, be paid in shares of Common Stock. The Series H Shares will initially
be convertible into 4,444,450 shares of Common Stock of the Issuer. Subject to
certain conditions, the Issuer will be obliged to redeem the Series H Shares on
October 31, 2000.
Pursuant to the 1993 Stock Purchase Agreement and the terms of a
shareholders' agreement entered into between S-C Rig III and certain
shareholders of the Issuer, the form of which is attached to the 1993 Stock
Purchase Agreement as Exhibit A (the "Shareholders' Agreement"), S-C Rig III
has the right to nominate one member of the Board of Directors of the Issuer.
Dr. Chatterjee is presently serves in such capacity; if Dr. Chatterjee is
unable to serve in such capacity, another person designated by S-C Rig III
shall serve as a director.
In addition, pursuant to the Series H Certificate of Designation, if
the Issuer breaches the terms of the 1993 Stock Purchase Agreement, or if
dividends on the Series H Shares shall have been in arrears and not paid in
full with respect to two quarterly dividend payment dates, or if the Issuer
fails to redeem the Series H Shares on the redemption date therefor, the number
of directors constituting the Board shall automatically be increased by two,
and the holders of the Series H Shares shall have the exclusive right to elect
the two additional directors.
The Issuer entered into a consulting agreement dated as of November 1,
1993 (the "Consulting Agreement"), a copy of which is attached to the Initial
Statement as Exhibit D, with Chatterjee Management Company, formerly known as
Valcoflex Management Co., a Delaware corporation that is under common control
with the General Partner ("Valcoflex"), pursuant to which Valcoflex will
provide certain consulting and advisory services to the Issuer for a fee of
$25,000 per month. The term of the Consulting Agreement commenced on
December 15, 1993 and will terminate on the earlier of (1) December 15, 2000
or (2) such time as S-C Rig III or its affiliates no longer retains beneficial
ownership of at least 50% of the Series H Shares or the shares of Common Stock
into which the Series H Shares are converted.
Provided that S-C Rig III maintains a certain proportion of its
investment in the Issuer contemplated by the 1993 Stock Purchase Agreement, S-C
Rig III and an affiliate shall have the right to coinvest with the Issuer in
investments that the Issuer makes in telecommunications networks in certain
specified countries, including India, Belgium, Luxembourg, The Netherlands and
the countries that were members of the so-called "Warsaw Pact".
On each of September 12, 1994 and September 13, 1995, Dr. Chatterjee,
by virtue of his position as a director of the Issuer, was granted options to
purchase up to 10,000 shares of the Issuer's Common Stock. The options granted
in each of 1994 and 1995 are exercisable at a purchase price of $10.50 per
share and $8.88 per share, respectively. Such options were exercisable
immediately and expire on September 12, 2004 and September
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13, 2005, respectively. These options were granted pursuant to the Issuer's
1989 Stock Option Plan and are subject to the terms and conditions of stock
option agreement between the Issuer and Dr. Chatterjee. Dr. Chatterjee has
served as a director of the Issuer since December 8, 1993.
On September 28, 1994 XTEC International, Inc. ("XTEC"), a Delaware
corporation of which Dr. Chatterjee is the sole director and majority
shareholder, entered into a joint venture agreement with the Issuer pursuant to
which XTEC was granted options to purchase up to 200,000 shares of the Issuer's
common stock at an initial exercise price of $9.25 per share. These options
were immediately exercisable and expire on September 28, 1999.
The Series I Shares were issued on the terms set forth in the
Certificate of Designation attached as Exhibit A to the 1994 Stock Purchase
Agreement (the "Series I Certificate of Designation"), a copy of which is
attached as Exhibit C to Amendment No. 3 to the Initial Statement. The Series
I Certificate of Designation confers on holders of the Series I Shares the
rights provided for therein. The stated value of the Series I Shares is
$500,000 per share, with a cumulative preferred dividend of 7% of the stated
value thereof which may, in the sole discretion of the Issuer, be paid in
shares of Common Stock. The Series I Shares will initially be convertible into
851,064 shares of Common Stock of the Issuer. The Series I Shares are
redeemable and convertible upon the occurrence of certain conditions.
In addition, pursuant to the Series I Certificate of Designation, if
the Issuer breaches the terms of the 1994 Stock Purchase Agreement, or if
dividends on the Series I Shares shall have been in arrears and not paid in
full with respect to two quarterly dividend payment dates, or if the Issuer
fails to redeem the Series I Shares on the redemption date therefor, the number
of directors constituting the Board shall automatically be increased by two,
and the holders of the Series I Shares shall have the exclusive right to elect
the two additional directors.
The Senior Secured Notes were issued under an indenture (the
"Indenture") dated as of June 30, 1995 between the Issuer and IBJ Schroder Bank
and Trust Company, as trustee. A copy of the Indenture may be obtained from
the Issuer and the description of the terms of the Indenture or the Senior
Secured Notes herein is qualified by reference to the Indenture. Interest on
the Senior Secured Notes due 2005 is payable semi-annually on January 15 and
July 15, commencing January 15, 2001. The Senior Secured Notes will mature on
July 15, 2005 and will not be redeemable prior to July 15, 2000, except that,
at any time prior to July 15, 1998, the Issuer may, at its option, redeem up to
20% of the accreted value of the Senior Secured Notes.
The Warrants were issued pursuant to a warrant agreement (the "Warrant
Agreement") dated as of August 11, 1995, between the Issuer and IBJ Schroder
Bank and Trust Company, as warrant agent. A copy of the Warrant Agreement may
be obtained from the Issuer and any description of the Warrants herein is
qualified by reference to the Warrant Agreement. The Warrants are exercisable
after January 6, 1996 and expire on July 15, 2000. Each Warrant entitles the
holder to purchase one share of Common Stock at $9.90 per share, subject to
adjustment in certain circumstances.
S-C Rig III and its affiliates intend to review from time to time the
Issuer's business affairs and financial position. Based on such evaluation and
review, as well as general economic and industry conditions existing at the
time, S-C Rig III and its affiliates may consider from time to time alternative
courses of action. Such action may include, subject to the receipt of all
necessary regulatory approvals, the acquisition of additional securities of the
Issuer through open market purchases, privately negotiated transactions, tender
offer, exchange offer or otherwise. Alternatively, and subject to the terms of
the 1993 Stock Purchase Agreement and the 1994 Stock Purchase Agreement, such
actions may involve the sale of all or a portion of the securities currently
held by S-C
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Rig III, or the Common Stock issuable upon conversion or exercise of such
securities, in the open market, in privately negotiated transactions, through a
public offering or otherwise.
Except as set forth above and except as contemplated by the agreements
described herein, none of the Reporting Persons or, to the best of their
knowledge, any of the other individuals identified in response to Item 2 has
any plans or proposals which relate to or would result in any of the
transactions described in subparagraphs (a) through (j) of Item 4 of Schedule
13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) (i) The Series H Shares are initially convertible into
4,444,450 shares of Common Stock, subject to adjustment on the occurrence of
certain events. The Series H Shares will be entitled initially to 10 votes per
share (or an aggregate of 4,444,450 votes) and will vote with the Common Stock
as a single class. The Series I Shares will be initially convertible into an
aggregate of 851,064 shares of Common Stock, subject to adjustment on the
occurrence of certain events. The Series I Shares will be entitled initially
to 42,553 votes per Series I Share (or an aggregate of 851,064 votes) and will,
except in limited circumstances, vote with the Common Stock as a single class.
S-C Rig III is entitled to receive 621,000 shares of Common Stock upon the
exercise of the 621,000 Warrants. The Warrants are not exercisable until
January 6, 1996.
Upon conversion of the Series H Shares and the Series
I Shares and exercise of the Warrants, S-C Rig III would be entitled to receive
5,916,514 shares of Common Stock, representing approximately 10.26% of the
outstanding Common Stock (based on 57,656,363 shares of Common Stock
outstanding as of July 31, 1995 and assuming conversion of the Series I and
Series H Shares and exercise of the Warrants). Pursuant to regulations
promulgated under Section 13(d) of the 1934 Act, each of the General Partner
(as sole general partner of the S-C Rig III) and Dr. Chatterjee (as the
president, sole director and sole shareholder of the General Partner and the
person ultimately in control of S-C Rig III) may be deemed the beneficial owner
of the 5,916,514 shares of Common Stock which S-C Rig III may be deemed to own
beneficially.
(ii) Dr. Chatterjee may be deemed to be the beneficial
owner of (i) the 5,916,514 shares of Common Stock which S-C Rig III may be
deemed to own beneficially, (ii) 20,000 shares of Common Stock issuable upon
exercise of the options held directly by Dr. Chatterjee and (iii) 200,000
shares of Common Stock issuable upon exercise of the options held by XTEC
(representing in the aggregate, 6,126,514 shares of Common Stock or 10.64% of
the total shares of Common Stock outstanding (based on 57,656,363 shares of
Common Stock outstanding as of July 31, 1995 and assuming conversion of the
Series I Shares and Series H Shares, exercise of the Warrants and exercise of
the options held by each of Dr. Chatterjee and XTEC)).
Except as set forth in this Item 5(a), none of the Reporting Persons
nor, to the best of their knowledge, any of the other individuals identified in
response to Item 2, beneficially owns any shares of Common Stock.
(b) (i) S-C Rig III has sole power to vote and dispose of the
Series H Shares, the Series I Shares, the Units and any shares of Common Stock
issued upon conversion or exercise of any of the aforementioned. Such powers
will be exercised by Dr. Chatterjee, in his capacity as the President, sole
director and sole shareholder of the General Partner.
(ii) Dr. Chatterjee may be deemed to have the sole power
to vote and dispose of the 220,000 shares of Common Stock issuable upon
exercise of the 20,000 options held directly by him and the 200,000 options
held by XTEC.
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(c) Other than as set forth herein, no transactions in the
securities of the Issuer have been effected since September 15, 1995 (the 60
days prior to the date hereof) by the Reporting Persons nor, to the best of
their knowledge, any other individuals identified in response to Item 2.
(d) (i) Other than the partners of S-C Rig III, no other
individuals or entities have the right to participate in the receipt of
dividends from, or proceeds for the sale of, the securities described herein as
being held by S-C Rig III.
(ii) Dr. Chatterjee has the right to receive dividends
from, or proceeds for the sale of, the options described herein as being held
directly by him.
(iii) The shareholders of XTEC have the right to receive
dividends from, or proceeds for the sale of, the options described herein as
being held by XTEC.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
On November 1, 1993, the Issuer and the S-C Rig III entered
into the 1993 Stock Purchase Agreement. The following summary of certain terms
of the 1993 Stock Purchase Agreement is qualified in its entirety by reference
to the 1993 Stock Purchase Agreement, a copy of which is attached as Exhibit C
to the Initial Statement and incorporated herein by reference.
Pursuant to the 1993 Stock Purchase Agreement and the
Shareholders' Agreement, S-C Rig III will have the right to nominate a director
to the Board of Directors of the Issuer. See Item 4 - Purpose Transaction.
S-C Rig III is entitled to require the Issuer to register
shares of Common Stock issued on the conversion of Series H Shares or otherwise
acquired by S-C Rig III under the Securities Act of 1933, as amended for sale
to the public. The Issuer is not required to effect more than two such demand
registrations in any twelve month period or in total. In addition, S-C Rig III
is entitled to participate in registrations by the Issuer of shares of Common
Stock, subject to certain limitations. These registration rights granted to
S-C Rig III terminate on December 15, 1998.
The Issuer also entered into a consulting agreement with an
affiliate of the General Partner. See Item 4 - Purpose of Transaction.
On September 28, 1994, the Issuer and S-C Rig III entered into
the 1994 Stock Purchase Agreement. The following summary of certain terms of
the 1994 Stock Purchase Agreement is qualified in its entirety by reference to
the 1994 Stock Purchase Agreement and related Series I Certificate of
Designation attached as Exhibit C to Amendment No. 3 to the Initial Statement
and incorporated herein by reference.
S-C Rig III is entitled to require the Issuer to register
shares of Common Stock issued on the conversion of Series I Shares or otherwise
acquired by S-C Rig III under the Securities Act for sale to the public. The
Issuer is not required to effect more than two such demand registrations in any
twelve month period or in
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total. In addition, S-C Rig III is entitled to participate in registrations by
the Issuer of shares of Common Stock, subject to certain limitations. These
registration rights granted to S-C Rig III terminate on December 1, 1999.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) Joint Filing Agreement, dated as of November 9, 1993, by and
among S-C Rig Investments-III, L.P., S-C Rig Co., Purnendu Chatterjee and
Tivadar Charitable Lead Trust dated September 30, 1982 (filed as Exhibit A to
the Initial Statement and incorporated herein by reference).
(b) Stock Purchase Agreement dated as of November 1, 1993 between
Geotek Communications, Inc. and S-C Rig Investments-III, L.P. (filed as Exhibit
B to Amendment No. 2 to the Initial Statement and incorporated herein by
reference).
(c) Consulting Agreement dated November 1, 1993 between Geotek
Communications, Inc. and Valcoflex Management Co. (filed as Exhibit D to the
Initial Statement and incorporated herein by reference).
(d) Letter of understanding dated November 1, 1993 from Geotek
Communications, Inc. to Valcoflex Management Co. (filed as Exhibit C to
Amendment No. 2 to the Initial Statement and incorporated herein by reference).
(e) Stock Option Agreement dated September 12, 1994 by and between
Geotek Communications, Inc. and Purnendu Chatterjee (filed as Exhibit C to
Amendment No. 4 to the Initial Statement and incorporated herein by reference).
(f) Stock Purchase Agreement dated as of September 28, 1994
between Geotek Communications, Inc. and S-C Rig Investments-III, L.P. (filed as
Exhibit C to Amendment No. 3 to the Initial Statement and incorporated herein
by reference).
(g) Power of Attorney, dated May 31, 1995, granted by Purnendu
Chatterjee in favor of Peter Hurwitz.
(h) Letter Agreement dated as of August 4, 1995 between Geotek
Communications, Inc. and S-C Rig Investments-III, L.P.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
November 13, 1995 S-C RIG INVESTMENTS-III, L.P.
By: S-C RIG Co.
General Partner
By: /s/ Peter Hurwitz
-------------------------
Peter Hurwitz
Vice President
November 13, 1995 S-C RIG Co.
By: /s/ Peter Hurwitz
----------------------------------
Peter Hurwitz
Vice President
November 13, 1995 PURNENDU CHATTERJEE
By: /s/ Peter Hurwitz
----------------------------------
Peter Hurwitz
Attorney-in-Fact
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INDEX OF EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT PAGE
- ------- ----
<S> <C> <C>
G Power of Attorney, dated May 31, 1995, granted by Purnendu Chatterjee 14
in favor of Peter Hurwitz.
H Letter Agreement dated as of August 4, 1995 between Geotek 15
Communications, Inc. and S-C Rig Investments-III, L.P.
</TABLE>
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EXHIBIT H
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that I, PURNENDU CHATTERJEE, hereby make,
constitute and appoint PETER HURWITZ as my agent and attorney in fact for the
purpose of executing in my name or in my personal capacity all documents,
certificates, instruments, statements, filings and agreements ("documents") to
be filed with or delivered to any foreign or domestic governmental or
regulatory body or required or requested by any other person or entity pursuant
to any legal or regulatory requirement relating to the acquisition, ownership,
management or disposition of securities or other investments, and any other
documents relating or ancillary thereto, including but not limited to, all
documents relating to filings with the Securities and Exchange Commission (the
"SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of
1934 (the "Act") and the rules and regulations promulgated thereunder,
including: (1) all documents relating to the beneficial ownership of
securities required to be filed with the SEC pursuant to Section 13(d) or
Section 16(a) of the Act including, without limitation: (a) any acquisition
statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any
joint filing agreements pursuant to Rule 13d-1(f) and (c) any initial
statements of, or statements of changes in, beneficial ownership of securities
on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F
required to be filed with the SEC pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are
hereby ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument this 31st day of May, 1995.
/s/ Purnendu Chatterjee
--------------------------------
PURNENDU CHATTERJEE
14
<PAGE> 1
August 4, 1995
Smith Barney, Inc.
288 Greenwich Street
New York, New York 10013
Geotek Communications, Inc.
20 Craig Road
Montvale, New Jersey 07645
Attention: Yaron Eitan
President and CEO
Dear Sirs:
S-C Rig Investments-III, L.P. ("S-C Rig"), hereby agrees to
purchase 20,700 units (the "Units"), each Unit consisting of one $1,000
principal amount 15% Senior Secured Discount Note due 2005 (the "Notes") and
warrants to purchase 30 shares of Common Stock of Geotek Communications, Inc.
(the "Company"), par value $.01 per share (the "Warrants") at a price per unit
of $483.44 (plus accrued amortization of original issue discount from date of
issuance).
The Units will be sold to S-C Rig by Smith Barney, Inc. as the
initial purchaser of such Units, pursuant to Rule 14A promulgated under the
Securities Act of 1933, as amended, and upon the terms and conditions set forth
in the Company's Offering Memorandum, dated June 30, 1995, a copy of which we
have received.
S-C Rig acknowledges that the Notes and the Warrants will be
delivered at closing of this transaction on or prior to August 9, 1995, or as
soon as practicable thereafter, against payment therefor.
S-C Rig further acknowledges that the transaction described above
is in full satisfaction of any rights it possess pursuant to that certain Stock
Purchase Agreement, dated as of September 28, 1994, by and between the Company
and S-C Rig in connection with the sale by the Company of the Units.
Very truly yours,
15
