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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
GEOTEK COMMUNICATIONS, INC.
(Name of Issuer)
Common Stock, $.01 Par Value
(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
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 3, 1996
(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 7 Pages
Exhibit Index: None
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SCHEDULE 13D
CUSIP No. 373654102 Page 2 of 7 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 10,127,040
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 10,127,040
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
10,127,040
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* / /
13 Percent of Class Represented By Amount in Row (11)
14.98%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP No. 373654102 Page 3 of 7 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 10,127,040
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 10,127,040
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
10,127,040
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* / /
13 Percent of Class Represented By Amount in Row (11)
14.98%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP No. 373654102 Page 4 of 7 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*
AF; 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 10,347,040
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 10,347,040
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
10,347,040
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* / /
13 Percent of Class Represented By Amount in Row (11)
15.25%
14 Type of Reporting Person*
IA; IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 5 of 7 Pages
This Amendment No. 8 to Schedule 13D relates to the shares of common
stock, $0.01 par value (the "Shares"), of Geotek Communications, Inc. (the
"Issuer") and amends the initial statement on Schedule 13D, dated November 9,
1993, and all prior amendments thereto (collectively, the "Initial Statement").
This Amendment No. 8 is being filed to report the approval by the shareholders
of the Issuer (the "Shareholders") of an increase in the number of Shares
authorized, as a result of which S-C Rig III now may be deemed to have the right
to acquire an additional 4,210,526 Shares through the exercise of the April
Warrant. Capitalized terms used herein but not defined herein shall have the
meanings ascribed to them in the Initial Statement. The information set forth in
the Initial Statement is amended as set forth herein.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
In consideration for the Credit Facility, on April 4, 1996, S-C Rig III
received from the Issuer the April Warrant, which was to be initially
convertible into 4,210,526 Shares at an exercise price of $9.50 per share, for a
period beginning on the date (the "Initial Exercise Date") on which the Issuer
amends its Articles of Incorporation to increase the number of Shares authorized
in order to allow for the reservation of the full number of Shares issuable upon
exercise of the April Warrant and ending on April 4, 2001. On June 3, 1996, the
Shareholders approved the proposed amendment of the Issuer's Articles of
Incorporation increasing the number of Shares authorized. As a result of this
approval, S-C Rig III now may be deemed to have the right to acquire 4,210,526
additional Shares through the exercise of the April Warrant.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) (i) The aggregate number of Shares of which each of S-C Rig III and
S-C Rig Co. may be deemed a beneficial owner is 10,127,040 (approximately 14.98%
of the total number of Shares which would be outstanding assuming the exercise
or conversion by S-C Rig III of all of the convertible securities that it
holds). This number consists of (i) 4,444,450 Shares issuable upon conversion of
the Series H shares, (ii) 851,064 Shares issuable upon conversion of the Series
I Shares, (iii) 621,000 Shares issuable upon the exercise of 621,000 Warrants
and (iv) 4,210,526 Shares issuable upon exercise of the April Warrant.
(ii) The aggregate number of Shares of which Dr. Chatterjee
may be deemed a beneficial owner is 10,347,040 (approximately 15.25% of the
total number of Shares which would be outstanding assuming the exercise or
conversion of all convertible securities of which Dr. Chatterjee may be deemed
the beneficial owner). This number consists of (i) the 10,127,040 Shares which
S-C Rig III may be deemed to own beneficially, (ii) 20,000 Shares issuable upon
exercise of the options held directly by Dr. Chatterjee and (iii) 200,000 Shares
issuable upon exercise of the options held by XTEC.
(c) There have been no transactions with respect to the Shares since
April 11, 1996, the date of the previous amendment.
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Page 6 of 7 Pages
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) Power of Attorney, dated May 31, 1995, granted by Purnendu
Chatterjee in favor of Peter Hurwitz (filed as Exhibit H to Amendment No. 6 to
the Initial Statement and incorporated herein by reference).
(b) 1996 Senior Loan Agreement dated as of April 4, 1996 between
Geotek Communications, Inc. and S-C Rig Investments-III, L.P. (filed as Exhibit
J to Amendment No. 7 to the Initial Statement and incorporated herein by
reference).
(c) Form of the April Warrant issued by Geotek Communications, Inc. to
S-C Rig Investments-III, L.P. (filed as Exhibit K to Amendment No. 7 to the
Initial Statement and incorporated herein by reference).
(d) Joint Filing Agreement, dated as of April 11, 1996, by and among
S-C Rig Investments-III, L.P., S-C Rig Co. and Purnendu Chatterjee (filed as
Exhibit L to Amendment No. 7 to the Initial Statement and incorporated herein by
reference).
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Page 7 of 7 Pages
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.
June 7, 1996 S-C RIG INVESTMENTS-III, L.P.
By: S-C RIG Co.
General Partner
By:
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Peter Hurwitz
Vice President
June 7, 1996 S-C RIG CO.
By:
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Peter Hurwitz
Vice President
June 7, 1996 PURNENDU CHATTERJEE
By:
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Peter Hurwitz
Attorney-in-Fact
