GEOWORKS /CA/
8-K, 2000-02-07
PREPACKAGED SOFTWARE
Previous: PP&L RESOURCES INC, 424B3, 2000-02-07
Next: STATE STREET RESEARCH & MANAGEMENT CO //MA/, SC 13G, 2000-02-07



<PAGE>   1
                                  United States
                       Securities and Exchange Commission
                             Washington, D.C. 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):    February 1, 2000



                              GEOWORKS CORPORATION
- --------------------------------------------------------------------------------
                (Exact name of registrant as specified in its charter)


         Delaware                     000-23926                     94-292037
- --------------------------------------------------------------------------------
(State or other jurisdiction of   (Commission File No.)         (I.R.S. Employer
incorporation or organization)                               Identification No.)


           960 Atlantic Avenue, Alameda, California              94501
- --------------------------------------------------------------------------------
          (Address of principal executive offices)             (Zip code)

                                  510-814-1660
- --------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

                                 Not Applicable
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)



<PAGE>   2

ITEM 5: OTHER EVENTS.

The Registrant announced the appointment of new members to its Board of
Directors.

For additional information, see the press release regarding this event which is
attached hereto as Exhibit 99.05.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

               (a) Not applicable.

               (b) Not applicable.

               (c) Exhibits.

                        99.05   Press release of the Company dated February
                                1,2000.



                                       1
<PAGE>   3

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned executive officer.



Date: February 7, 2000
                                       GEOWORKS CORPORATION



                                       by: /s/  Donald G. Ezzell
                                       ------------------------------
                                       Donald G. Ezzell
                                       General Counsel and Secretary
                                       (Duly Authorized Officer)



                                       2
<PAGE>   4

                              GEOWORKS CORPORATION

                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>
Exhibit No.       Description
- -----------       ------------
<S>               <C>
99.05             Press release of the Company dated February 1, 2000
</TABLE>



                                       3

<PAGE>   1

                                                                   Exhibit 99.05

        CONTACT
        Kristy Jarosh, Red Whistle Communications
        +1 (503) 790-9042
        [email protected]

        Bob Bogard, Geoworks
        +1 (510) 814-5811
        [email protected]


                 GEOWORKS ADDS STRATEGIC BUSINESS LEADERS TO ITS
                               BOARD OF DIRECTORS

       New Board Members Add Financial and Internet Expertise As Geoworks
                     Shapes the Future of the Mobile Medium

ALAMEDA, Calif. (February 1, 2000) - Geoworks Corporation (NASDAQ: GWRX), a
pioneer in mobile data communications services and technologies for the business
and consumer markets, today announced the appointment of three new members to
the company's Board of Directors. Kevin Fitzgerald, President and Chief
Executive Officer of Neff Corporation, offers extensive financial expertise
through his investment banking background while David Neylon, former Chief
Operations Officer of LookSmart, Ltd., brings insight into the Internet industry
and mindset of the interactive consumer. Stephen Baker, Geoworks Vice President
and Chief Financial Officer was also appointed to the board.

"Kevin and David bring diverse backgrounds and experiences that Geoworks will
leverage to advance our mission of enabling businesses to deliver mobilized
Internet services for our customers, and Steve has been instrumental in driving
the changes that have repositioned Geoworks over the last year," said Dave
Grannan, President and CEO of Geoworks. "Their combined counsel and direction
will be invaluable to Geoworks' executive team as we further define the
potential of the mobile medium."

Kevin Fitzgerald brings many years of finance and management experience to the
Geoworks Board of Directors. Fitzgerald is currently the President, CEO and a
Director of Neff Corporation, one of the largest equipment rental companies in
the United States. In his previous role as Senior Vice President of the
investment banking firm Houlihan Lokey Howard and Zukin, Fitzgerald developed
extensive relationships within the financial industry. Additionally, he is a
member of the Board of Directors of Supercanal Holdings, S.A., one of the
largest South American cable TV providers, and Vice Chairman of the Board of
Directors of Movilpage Communications, Inc., a South American wireless broadband
and paging services provider.

"As mobile communication devices become ubiquitous in today's fast-paced world,
Geoworks continues to bring innovative technology and services to the business
and consumer markets," said Kevin Fitzgerald. "I am excited to contribute to
Geoworks' expanding role as a leader in the wireless industry."

                                     (more)



<PAGE>   2

               Geoworks Adds Business Leaders to Its Board of Directors - Page 2

David Neylon is the former COO of LookSmart, a leading global Internet search
and directory company, where he held broad management responsibilities for
sales, engineering, new business development and syndication programs. Prior to
joining LookSmart, Neylon developed an interactive entertainment community as
the Senior Vice President at WorldPlay Entertainment, which was subsequently
sold to America Online. He also led Strategic Planning for AT&T's Consumer
Products division and many of their high-tech start-up investments.

"Through my prior experience, I was able to develop strong operational skills
and background in the fast moving Internet context," said David Neylon. "As the
mobile medium shapes the future of the Internet, I look forward to helping drive
Geoworks to sustain a pivotal role within the convergence of the Internet and
wireless medium."

As Geoworks Vice President and Chief Financial Officer, Baker is responsible for
the financial operation and strategy for the company. Baker has more than 18
years of finance experience with publicly traded technology and communications
companies. Prior to joining Geoworks, Baker was Vice President and Controller
for Lucent Technologies and Octel Communications.

Before that, Baker was chief financial officer for the Software Systems Group of
Bell Communications Research, and for Unix System Laboratories, a worldwide
software company with revenues in excess of $100 million. Baker has also held
financial management positions with Novell, Inc. and AT&T Corp.

ABOUT GEOWORKS
Geoworks Corporation (Nasdaq: GWRX) is a pioneer in wireless data communications
services and technologies for the business and consumer markets. The company's
vision is to enable mobile Internet access in the business to business markets.
In the business to business market, the company provides its server technology,
wireless industry expertise and consulting services to other technology
companies to further advance the mobile medium. Geoworks serves the consumer
market through Mobile Attitude, the company's branded mobile media and commerce
service, delivered to the growing universe of digital mobile phones and pagers.
By licensing its essential Intellectual Property Rights for the Wireless
Application Protocol (WAP), Geoworks supports the worldwide market for mobile
devices that enable people to easily and instantly access and interact with
information and services. Based in Alameda, California, the company has
international offices in Sweden, Japan and the United Kingdom, and can be found
on the World Wide Web at http://www.geoworks.com.

                                      # # #

In keeping with U.S. law, Geoworks notes that this press release includes
forward-looking statements, including the emergence of, and Geoworks'
participation in, the mobile services market. Actual results may vary
significantly due to various risks and uncertainties. Those include, but are not
limited to, the following: i) the mobile services market may not emerge to the
degree or timing anticipated; and ii) new technologies and new services are
inherently subject to development, timing and consumer acceptance risks.
Additional information is available in the Risk Factors and Business discussions
in the Company's Forms 10- K, 10-Q and other filings available from the Company
or from the Securities and Exchange Commission.





© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission