<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) SEPTEMBER 1, 2000
-----------------------------
GEOWORKS CORPORATION
---------------------------------------------------------
(Exact name of registrant as specified in its charter)
NEVADA 0-23926 94-2920371
-------------------------- ------------------ -------------------
(State of other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
960 ATLANTIC AVENUE, ALAMEDA, CALIFORNIA 94501
---------------------------------------- ------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (510) 814-1660
----------------------------
-----------------------------------------------------------------
(Former name or former address, if changed since last report)
1
<PAGE>
ITEM 5. OTHER EVENTS.
On September 1, 2000, Geoworks Corporation (the "Company"), issued and sold
an aggregate of three hundred fifty-five thousand, five hundred fifty-six
(355,556) shares of its common stock to two affiliated entities -- 350,312
shares to Integral Capital Partners V, L.P., a Delaware limited partnership, and
5,244 shares to Integral Capital Partners V, Side Fund, L.P., a Delaware limited
partnership (collectively, "Integral"). The aggregate purchase price of the
transaction was five million dollars ($5,000,000), or approximately $14 1/16th
per share.
As part of the transaction, the Company agreed to use its best efforts to
file with the Securities and Exchange Commission (the "SEC"), a registration
statement on Form S-3 (or any applicable replacement form) covering the resale
of the shares sold to Integral. The Company undertook to file the registration
statement no later than November 30, 2000, and, thereafter, to proceed as
expeditiously as possible to cause such registration statement to be declared
effective and qualified under other applicable securities laws. The Company also
agreed to use its best efforts to keep the registration statement effective
until the earlier of (i) two (2) years from the date it was declared effective
by the SEC, (ii) the date that Integral or any permitted assignee no longer
owned any securities that were the subject of the registration statement, or
(iii) the date on which all of such securities become freely transferable
pursuant to subsection (k) of Rule 144.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
c. Exhibits
2.1 Stock Purchase Agreement, dated as of September 1, 2000, by and
among Geoworks Corporation, Integral Capital Partners V, L.P., and Integral
Capital Partners V, Side Fund, L.P.
2.2 Registration Rights Agreement, dated as of September 1, 2000, by
and among Geoworks Corporation, Integral Capital Partners V, L.P., and Integral
Capital Partners V, Side Fund, L.P.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed by the undersigned hereunto
duly authorized.
Date: September 14, 2000 Geoworks Corporation
By: /s/ Stephen T. Baker
----------------------------
Stephen T. Baker
Chief Financial Officer
(Duly Authorized Officer
and Principal Financial
Officer)
3
<PAGE>
Exhibit Index
2.1 Stock Purchase Agreement, dated as of September 1, 2000, by and
among Geoworks Corporation, Integral Capital Partners V, L.P., and Integral
Capital Partners V, Side Fund, L.P.
2.2 Registration Rights Agreement, dated as of September 1, 2000, by
and among Geoworks Corporation, Integral Capital Partners V, L.P., and Integral
Capital Partners V, Side Fund, L.P.
4
