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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): November 10, 1999
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GENERAL MAGIC, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 77-0250147
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification Number)
420 NORTH MARY AVENUE SUNNYVALE, CALIFORNIA 94086
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408) 774-4000
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Not applicable
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On November 10, 1999, Registrant General Magic, Inc. issued a press
release announcing that it had entered a definitive agreement with General
Motors, by and through its OnStar division ("OnStar"). The agreement provides
that OnStar will take a $15 million equity stake in the Registrant in the form
of Series G Preferred Stock and a warrant to purchase an additional $5 million
of Series G Preferred Stock and will be entitled to a seat on the Registrant's
Board of Directors. In addition, OnStar is to pay a $5 million fee pursuant to a
development and licensing agreement for custom engineering services and a
license to Registrant's magicTalk voice user interface platform technology. The
development and licensing agreement also contemplates recurring technical
support and hosting fees for use of the Registrant's network operations
facilities. The closing of these transactions is subject to receipt of
regulatory approval. A copy of the press release is filed as Exhibit 99.1 and
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION. Not applicable.
(c) EXHIBITS.
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Exhibit No. Description
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99.1 Press release of the Registrant, dated November 10,
1999, announcing a definitive agreement with
General Motors, by and through its OnStar division.
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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 hereunto duly authorized.
General Magic, Inc.
By: /s/ Mary E. Doyle
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November 11, 1999 Mary E. Doyle
General Counsel and Secretary
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EXHIBIT INDEX
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Exhibit No. Description
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<S> <C>
99.1 Press release of the Registrant, dated November 10, 1999,
announcing a definitive agreement with General Motors, by and
through its OnStar division.
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EXHIBIT 99.1
Laura Crowley Christina Carrabino (General)
General Magic, Inc. Mike Bishop (Investor)
1 + 408 774 4457 Scott Marx (Financial Media)
[email protected] Financial Relations Board
1 + 415 986 1591
ONSTAR TO INVEST $15 MILLION IN GENERAL MAGIC
STRATEGIC PARTNERSHIP ALSO INCLUDES $5 MILLION LICENSING FEE;
ONSTAR WILL TAKE SEAT ON GENERAL MAGIC BOARD
SUNNYVALE, Calif. (November 10, 1999) . . . General Magic (Nasdaq: GMGC)
today announced that the OnStar unit of General Motors has entered into a
definitive agreement to make a $15 million investment in General Magic. The
investment is in the form of voting, non-redeemable shares of Series G
Convertible Preferred Stock, plus a warrant to purchase up to an additional $5
million worth of Series G Preferred Stock.
OnStar and General Magic expect to close the investment immediately
following the receipt of regulatory approval for the transaction. OnStar will
then have the right to elect a member to the General Magic Board of Directors.
The two companies also announced a technology development and licensing
agreement under which OnStar will pay a one-time, royalty fee in the amount of
$5 million and recurring technical support and hosting fees for use of General
Magic's network operations facilities to host a customized version of General
Magic's magicTalk(TM) voice-user interface.
-more-
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OnStar to Invest/-2
This customized version is to be integrated into the OnStar Virtual Advisor
system.
"OnStar has set the standard for in-vehicle services, and this
relationship will enable us to extend additional services and greater
convenience to consumers," stated Rose Marcario, chief financial officer at
General Magic.
"General Magic was a natural choice as our voice services partner, given
the quality and innovative capabilities of its magicTalk technology and the
expertise of its custom solutions team," said Fred Cooke, executive director,
product planning and new business development for OnStar.
OnStar will use a custom-branded version of General Magic's magicTalk
voice user interface to deploy in select General Motors cars and trucks. OnStar
subscribers will be able to access personalized online information such as
email, sports and weather updates, news and market headlines, all through
easy-to-use voice prompts.
ABOUT GENERAL MAGIC
General Magic offers voice-enabled services and technology that make
communication and access to information easy and convenient. The company's
innovative, patent-pending magicTalk voice interface lets people interact with
information using their own words, as if they were talking to another person.
For more information about General Magic, visit the company's Web site at
http://www.generalmagic.com. Investors with questions may call Shareholder
Communications at 1+877 245 6973.
# # #
General Magic notes that this press release contains forward-looking statements.
There are risks and uncertainties that may cause actual results to vary
materially. These risks and uncertainties include, but are not limited to, the
adequacy of the Company's financial resources to
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OnStar to Invest/-3
execute its business plan; the Company's ability to attract advertisers and
sponsors and its ability to generate revenues from advertising sales; the
Company's ability to attract, retain and motivate key technical, marketing and
management personnel; the capability of the Network Operations Center to handle
increases in demand; market acceptance of the Company's services and
technologies; the challenges inherent in the development and delivery of complex
technologies; the ability of the Company's third-party technology partners to
timely develop, license or support technology necessary for the Company's
services; and the Company's ability to respond to competitive developments.
These and other risk factors are detailed in General Magic's Registration
Statement on Form S-3, filed on October 29, 1999.
General Magic and magicTalk are trademarks of General Magic, Inc., and may be
registered in certain jurisdictions.
