<PAGE> 1
PROSPECTUS SUPPLEMENT dated May 15, 1997 Rule 424(b)(3) and 424(c)
(to Prospectus dated May 8, 1997) File No. (333-24097)
GEOWORKS
COMMON STOCK
---------------
This Prospectus Supplement amends and supplements the Prospectus dated
May 8, 1997 of Geoworks (the "Company") included in the Company's Registration
Statement (No. 333-24097) covering shares of the Company's Common Stock which
may be offered and sold from time to time by the Selling Stockholders named in
the Prospectus.
The "Selling Stockholders" section of the Prospectus dated May 8, 1997
is hereby modified to add in the table shares that are beneficially owned by
certain Selling Stockholders which are held in escrow pursuant to an escrow
agreement between the Company and such Selling Shareholders and to clarify that
such shares may be sold while they are held in escrow as long as proceeds from
such sales are retained in the escrow fund. The "Selling Stockholders" section
contained in this Prospectus Supplement incorporates such modifications, and
amends and restates in its entirety the "Selling Stockholders" section
contained in the Prospectus.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
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SELLING STOCKHOLDERS
The shares of Common Stock to be sold by the Selling Shareholders pursuant
to this Prospectus represent shares issued to the Selling Shareholders by the
Company in connection with the Acquisition (the "Acquisition Shares"). No
Selling Shareholder beneficially owns any shares of Common Stock other than
Acquisition Shares. The following table sets forth as of the date of this
Prospectus, the name of each of the Selling Shareholders, the number of shares
held by each such Selling Shareholder (all of which shares may be offered for
sale from time to time by this Prospectus), and the number of shares to be held
by each such Selling Shareholder assuming the sale of all the Common Stock
offered hereby. Except as indicated, none of the Selling Shareholders has held
any position or office or had a material relationship with the Company or any of
its affiliates within the past three years other than as a result of the
ownership of the Company's Common Stock. The Company may amend or supplement
this Prospectus from time to time to update the disclosure set forth herein.
<TABLE>
<CAPTION>
Shares Beneficially Owned
Shares Shares Which May After Offering(3)
Beneficially be Sold Pursuant to -------------------------
Selling Stockholder Owned(1) this Prospectus(2) Number Percent
- -------------------------------------------- ------------ ------------------- --------- --------
<S> <C> <C> <C> <C>
David Edward John Crisp(4) 39,480 39,480 0 --
David Lee Stevens 21,837 21,837 0 --
Alistair Jenkins 29,909 29,909 0 --
Dennis Phillip Taylor 30,723 30,723 0 --
Skanco Trustees Limited as trustee for
The David Edward John Crisp Settlement 88,466 88,466 0 --
Skanco Trustees Limited as trustee of the
David Lee Stevens Settlement 15,611 15,611 0 --
Skanco Trustees Limited as trustee of the
Alistair Jenkins Settlement 15,611 15,611 0 --
3i Group plc 353,010 353,010 0 --
A.I.I. Holding Corporation 141,365 141,365 0 --
Mr. John Emmerson 4,336 4,336 0 --
Steven Randall 429 429 0 --
Skanco Trustees Limited (as trustee of
The Steven Randall Settlement) 88,466 88,466 0 --
Citifriends Nominee Limited 105,764 105,764 0 --
Robert and Sophie Peterson 3,469 3,469 0 --
Christopher Michael Batterham, Esq. 2,116 2,116 0 --
Childs Nominees Limited 2,116 2,116 0 --
Jeremy Guy Brassington 5,290 5,290 0 --
Fieldhelm Limited c/o National Leasing &
Finance Co. 50,973 50,973 0 --
SPRL ETS De Groodt 21,681 21,681 0 --
Pershing Keen Nominees Limited A/C
HCL 20,220 20,220 0 --
Mrs. Patricia Ann Renshaw 2,115 2,115 0 --
Southwind Limited c/o AS & K Services
(Guernsey) Limited 13,009 13,009 0 --
Pershing Keen Nominees Limited A/C
HCLCGT 17,949 17,949 0 --
David William Balfe, Esq. 10,580 10,580 0 --
Ronald Britton, Esq. 2,116 2,116 0 --
Steven Charles Hirst, Esq. 2,116 2,116 0 --
</TABLE>
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<TABLE>
<CAPTION>
Shares Beneficially Owned
Shares Shares Which May After Offering(3)
Beneficially be Sold Pursuant to -------------------------
Selling Stockholder Owned(1) this Prospectus(2) Number Percent
- -------------------------------------------- ------------ ------------------- --------- --------
<S> <C> <C> <C> <C>
Robert Thomas Kerr Brown, Esq. 7,866 7,866 0 --
Claybrooke Investments Limited c/o S.G.
Associates Limited 31,655 31,655 0 --
Elewill Limited 3,174 3,174 0 --
Emron Publishing Limited 5,290 5,290 0 --
Frank Sanderson, Esq. 3,174 3,174 0 --
Adrian Charles O'Donnell, Esq. c/o IOC
International plc 2,961 2,961 0 --
Michael and Erica Louise Gordon 5,287 5,287 0 --
St. Georges Street Trustees 10,576 10,576 0 --
Firmanent Investments Limited 2,168 2,168 0 --
John Anthony Condon, Esq. 2,168 2,168 0 --
Frederick Hendrik Fentener
van Vlissingen, Esq. 10,840 10,840 0 --
Frederick Horth, Esq. 4,230 4,230 0 --
Proneddim Holdings BV 2,168 2,168 0 --
Matthew and Cristina Sugarman 5,922 5,922 0 --
Chafbury Investments Limited 2,115 2,115 0 --
David Emanuel Merton Mond, Esq. 2,115 2,115 0 --
Stuart Andrew Goldsmith, Esq. 2,115 2,115 0 --
Ian Arthur Folkes, Esq. 2,168 2,168 0 --
Peter D. Davies, Esq. 2,116 2,116 0 --
Raymond Joseph and Shirley Ann Dobson 2,116 2,116 0 --
Derek Hartle, Esq. 2,116 2,116 0 --
John Kenneth and Antonia Mary Smith 2,116 2,116 0 --
Malcolm and Sylvia Moss 2,116 2,116 0 --
Jonathan A. Edelstein, Esq. 2,537 2,537 0 --
Stanley Arthur Elston, Esq. 2,116 2,116 0 --
A&B Securities Limited as Trustee for
Robert Stephen Holdings Limited 42,305 42,305 0 --
Jonathan Axtell 745 745 0 --
Martin Charles Alexander Baxter 745 745 0 --
Brian Bennett 223 223 0 --
Gillian Brookman 223 223 0 --
Hayden Gownie Clark 1,491 1,491 0 --
John G. Doggett 223 223 0 --
Anthony Glen Ford 2,983 2,983 0 --
John Stephen Hargreaves 223 223 0 --
Andrew Law 1,491 1,491 0 --
Ian Miles Standish 745 745 0 --
John Stuart Tune 223 223 0 --
Henry Cooke Lumsden (London) Ltd 21,152 21,152 0 --
</TABLE>
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(1) The number and percentage of shares beneficially owned is determined in
accordance with Rule 13d-3 of the Exchange Act, and the information is not
necessarily indicative of beneficial ownership for any other purpose.
Under such rule, beneficial ownership includes any shares as to which the
individual has sole or shared voting power or investment power and also
any shares which the individual has the right to acquire within 60 days of
the date of this Prospectus through the exercise of any stock option or
other right. Unless otherwise indicated in the footnotes, each person has
sole voting and investment power (or shares such powers with his or her
spouse) with respect to the shares shown as beneficially owned.
(2) Includes 28,222, 21,380 and 15,610 shares of Common Stock beneficially
owned by Messrs. Crisp, Jenkins and Stevens, respectively, that are
subject to an escrow established pursuant to an Escrow Agreement entered
into among the Company, the escrow agent and such Selling Shareholders in
connection with the Acquisition (the "Escrowed Shares"). Such escrow will
expire on December 31, 1997 (the "Escrow Period") to the extent no claims
on the escrow are outstanding at that time. During the Escrow Period, and
subject to certain conditions, these individual Selling Shareholders may
direct the escrow agent to sell their Escrowed Shares. Any proceeds from
such sales shall be held in escrow for the Escrow Period.
(3) Assumes the sale of all Common Stock offered hereby.
(4) Following the Acquisition of Eden Group Limited, Mr. Crisp was appointed
as the Company's Vice President, General Manager Europe.
