UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 15)*
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.
590 Madison Avenue
New York, New York 10022
(212) 872-1000
------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 12, 1998
--------------
(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(e), 13d-1(f) or 13d-1(g), check the following box
[_].
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 13 Pages
<PAGE>
Page 2 of 13 Pages
SCHEDULE 13D
CUSIP No. 373654102
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. [_]
b. [X]
3 SEC Use Only
4 Source of Funds*
Not applicable
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 18,633,701
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 18,633,701
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
18,633,701/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
16.17%/1/
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- -----------
1. See Item 5 of Amendment No. 14 to the Initial Statement on Schedule 13D.
This number does not include certain securities of the Issuer of which the
Reporting Person has the right to acquire under certain circumstances.
<PAGE>
Page 3 of 13 Pages
SCHEDULE 13D
CUSIP No. 373654102
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. [_]
b. [X]
3 SEC Use Only
4 Source of Funds*
Not applicable
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 18,633,701
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 18,633,701
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
18,633,701/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
16.17%/1/
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- --------------
1. See Item 5 of Amendment No. 14 to the Initial Statement on Schedule 13D.
This number does not include certain securities of the Issuer of which the
Reporting Person has the right to acquire under certain circumstances.
<PAGE>
Page 4 of 13 Pages
SCHEDULE 13D
CUSIP No. 373654102
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
WINSTON PARTNERS, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds*
Not applicable
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 2,438,904
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 2,438,904
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,438,904/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
2.34%/1/
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- --------------
1. See Item 5 of Amendment No. 14 to the Initial Statement on Schedule 13D.
This number does not include certain securities of the Issuer of which the
Reporting Person has the right to acquire under certain circumstances.
<PAGE>
Page 5 of 13 Pages
SCHEDULE 13D
CUSIP No. 373654102
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
CHATTERJEE FUND MANAGEMENT, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds*
Not applicable
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 2,438,904
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 2,438,904
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,438,904/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
2.34%/1/
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- --------------
1. See Item 5 of Amendment No. 14 to the Initial Statement on Schedule 13D.
This number does not include certain securities of the Issuer of which the
Reporting Person has the right to acquire under certain circumstances.
<PAGE>
Page 6 of 13 Pages
SCHEDULE 13D
CUSIP No. 373654102
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
WINSTON PARTNERS II LDC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds*
Not applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Cayman Islands
7 Sole Voting Power
Number of 1,768,285
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,768,285
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,768,285/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
1.69%/1/
14 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- ---------------
1. See Item 5 of Amendment No. 14 to the Initial Statement on Schedule 13D.
This number does not include certain securities of the Issuer of which the
Reporting Person has the right to acquire under certain circumstances.
<PAGE>
Page 7 of 13 Pages
SCHEDULE 13D
CUSIP No. 373654102
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
WINSTON PARTNERS II LLC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds*
Not applicable
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 884,107
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 884,107
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
884,107/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
0.85%/1/
14 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- --------------
1. See Item 5 of Amendment No. 14 to the Initial Statement on Schedule 13D.
This number does not include certain securities of the Issuer of which the
Reporting Person has the right to acquire under certain circumstances.
<PAGE>
Page 8 of 13 Pages
SCHEDULE 13D
CUSIP No. 373654102
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
CHATTERJEE ADVISORS LLC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds*
Not applicable
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 2,652,392
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 2,652,392
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,652,392/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
2.54%/1/
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- ------------
1. See Item 5 of Amendment No. 14 to the Initial Statement on Schedule 13D.
This number does not include certain securities of the Issuer of which the
Reporting Person has the right to acquire under certain circumstances.
<PAGE>
Page 9 of 13 Pages
SCHEDULE 13D
CUSIP No. 373654102
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
CHATTERJEE MANAGEMENT COMPANY
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds*
Not applicable
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 2,652,392
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 2,652,392
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,652,392/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
2.54%/1/
14 Type of Reporting Person*
CO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- ---------------
1. See Item 5 of Amendment No. 14 to the Initial Statement on Schedule 13D.
This number does not include certain securities of the Issuer of which the
Reporting Person has the right to acquire under certain circumstances.
<PAGE>
Page 10 of 13 Pages
SCHEDULE 13D
CUSIP No. 373654102
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. [_]
b. [X]
3 SEC Use Only
4 Source of Funds*
Not applicable
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 23,964,997
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 23,964,997
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
23,964,997/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
20.66%/1/
14 Type of Reporting Person*
IA; IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- ---------------
1. See Item 5 of Amendment No. 14 to the Initial Statement on Schedule 13D.
This number does not include certain securities of the Issuer of which the
Reporting Person has the right to acquire under certain circumstances.
<PAGE>
Page 11 of 13 Pages
This Amendment No. 15 to Schedule 13D relates to the shares of common
stock, $0.01 par value (the "Shares"), of Geotek Communications, Inc. (the
"Issuer"). This Amendment No. 15 supplementally amends the initial statement on
Schedule 13D dated November 9, 1993 and all subsequent amendments thereto
(collectively, the "Initial Statement"). This Amendment No. 15 is being filed by
the Reporting Persons to report that as of June 12, 1998, Dr. Purnendu
Chatterjee resigned from his position as a director of the Issuer. Capitalized
terms used herein but not defined herein shall have the meanings ascribed to
them in the Initial Statement. The Initial Statement is supplementally amended
as follows.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Item 6 is supplementally amended as follows:
On June 12, 1998, Dr. Purnendu Chatterjee resigned from his position
as a director of the Issuer.
<PAGE>
Page 12 of 13 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 16, 1998 S-C RIG INVESTMENTS-III, L.P.
By: S-C RIG CO., its General Partner
By:______________________________
Peter Hurwitz
Vice President
S-C RIG CO.
By:_________________________________
Peter Hurwitz
Vice President
WINSTON PARTNERS, L.P.
By: Chatterjee Fund Management, L.P.,
its General Partner
By: Purnendu Chatterjee,
its General Partner
By:______________________________
Peter Hurwitz
Attorney-in-Fact
CHATTERJEE FUND MANAGEMENT, L.P.
By: Purnendu Chatterjee,
its General Partner
By:______________________________
Peter Hurwitz
Attorney-in-Fact
<PAGE>
Page 13 of 13 Pages
WINSTON PARTNERS II LDC
By:____________________________
Peter Hurwitz
Attorney-in-Fact
WINSTON PARTNERS II LLC
By: Chatterjee Advisors LLC, its Manager
By: _________________________________
Peter Hurwitz
Manager
CHATTERJEE ADVISORS LLC
By:_______________________________
Peter Hurwitz
Manager
CHATTERJEE MANAGEMENT COMPANY
By:________________________________
Peter Hurwitz
Vice President
PURNENDU CHATTERJEE
By:_____________________________
Peter Hurwitz
Attorney-in-Fact
