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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K/A
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CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) JULY 24, 2000
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GEOWORKS CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 0-23926 94-2920371
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(State or other (Commission (IRS Employer
jurisdiction of incorporation) File Number) Identification No.)
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960 ATLANTIC AVENUE, ALAMEDA, CALIFORNIA 94501
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(Address of principal executive offices) (Zip code)
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REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (510) 814-1660
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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The undersigned Registrant hereby amends the following items of its Current
Report on Form 8-K filed August 8, 2000.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The following financial statements and exhibits are filed as part of this
report.
(a) FINANCIAL STATEMENTS OF THE AIRBOSS BUSINESS UNIT OF TELCORDIA TECHNOLOGIES,
INC.
Included herein as Exhibit 99.1 to the Current Report on Form 8-K/A are the
balance sheets of the AirBoss Business Unit of Telcordia Technologies, Inc.
("AirBoss Business") as of January 31, 2000, and 1999, and as of April 30, 2000
(unaudited), the related statements of operations, stockholder's net investment,
and cash flows for the years ended January 31, 2000, and 1999, and for the three
months ended April 30, 2000, and 1999 (unaudited), and the notes to the
financial statements.
(b) PRO FORMA FINANCIAL INFORMATION
(i) The following documents appear as Exhibit 99.2 to this Current Report on
Form 8-K/A and are incorporated herein by reference:
1) Unaudited Pro Forma Combining Balance Sheet as of June 30, 2000;
2) Unaudited Pro Forma Combining Statement of Operations for the Year Ended
March 31, 2000;
3) Unaudited Pro Forma Combining Statement of Operations for the Three Months
Ended June 30, 2000; and
4) Notes to the Unaudited Pro Forma Combining Financial Information.
(c) EXHIBITS
2.1 Asset Purchase and Stock Sale Agreement, dated as of July 24, 2000,
by and among the Registrant, AirBoss Acquisition Corporation, and
Telcordia Technologies, Inc. (the "Acquisition Agreement"). (1)
2.2 Patent License Agreement, dated as of July 24, 2000, by and among
the Registrant, AirBoss Acquisition Corporation, and Telcordia
Technologies, Inc. (attached as Exhibit 1.2(d)(i) to the Acquisition
Agreement). (1)
2.3 Registration Rights Agreement, dated as of July 24, 2000, by and
between the Registrant and Telcordia Technologies, Inc. (attached as
Exhibit 1.2(d)(iii) to the Acquisition Agreement). (1)
2.4 Bill of Sale, dated as of July 24, 2000, by Telcordia Technologies,
Inc., in favor of the Registrant and AirBoss Acquisition Corporation
(attached as Schedule 1.3(a) to the Acquisition Agreement). (1)
2.5 Assignment and Assumption Agreement, dated as of July 24, 2000, by
and between AirBoss Acquisition Corporation and Telcordia Technologies,
Inc. (attached as Schedule 1.3(b) to the Acquisition Agreement). (1)
2.6 Transition Services Agreement, dated as of July 24, 2000, by and
between AirBoss Acquisition Corporation and Telcordia Technologies, Inc.
(attached as Schedule 1.2(d)(iv) to the Acquisition Agreement). (1)
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2.7 Assignment of Patents, dated as of July 24, 2000, by Telcordia
Technologies, Inc., in favor of AirBoss Acquisition Corporation. (1)
2.8 Assignment and Transfer of the AirBoss/AirForce/AirBrowse Software,
dated as of July 24, 2000, by Telcordia Technologies, Inc., in favor of
AirBoss Acquisition Corporation. (1)
2.9 Assignment and Assumption of Trademarks, dated as of July 24, 2000,
by and between AirBoss Acquisition Corporation and Telcordia
Technologies, Inc. (1)
99.1 Financial Statements of The AirBoss Business Unit of Telcordia
Technologies, Inc.
99.2 Unaudited Pro Forma Combining Financial Information.
(1) Incorporated by reference to Exhibits 2.1 through 2.9 to the Registrant's
Current Report on Form 8-K filed August 8, 2000.
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SIGNATURE
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 hereunto duly authorized.
GEOWORKS CORPORATION
Date: October 06, 2000
By: /s/ David L. Grannan
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David L. Grannan, Chief Executive
Officer
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GEOWORKS CORPORATION
CURRENT REPORT ON FORM 8-K/A
INDEX TO EXHIBITS
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EXHIBIT NO. DESCRIPTION
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99.1 Financial Statements of the AirBoss Business Unit of Telcordia
Technologies, Inc.
99.2 Unaudited Pro Forma Combining Financial Information
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