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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): December 9, 1999
GENERAL MAGIC, INC.
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(Exact name of registrant as specified in its charter)
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DELAWARE 77-0250147
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification Number)
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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 December 14, 1999, General Magic, Inc., the Registrant, issued a press
release announcing the December 9, 1999 closing of the transaction entered into
on November 9, 1999 with the OnStar division of General Motors Corporation. 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
99.1 Press release of the Registrant, dated December 14, 1999,
announcing the December 9, 1999 closing of the transaction
entered into on November 9, 1999 with the OnStar division of
General Motors Corporation.
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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.
December 14, 1999 By: /s/ Mary E. Doyle
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Mary E. Doyle
General Counsel and Secretary
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EXHIBIT INDEX
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Exhibit No. Description
99.1 Press release of the Registrant, dated December 14, 1999,
announcing the December 9, 1999 closing of the transaction
entered into on November 9, 1999 with the OnStar division of
General Motors Corporation.
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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
GENERAL MAGIC MOVES AHEAD WITH ONSTAR STRATEGIC AGREEMENT
SUNNYVALE, Calif. (December 14, 1999)... General Magic (Nasdaq: GMGC) today
announced that it and OnStar, a division of General Motors, satisfied all
conditions to closing of their strategic agreement, and closed the deal on
Thursday, December 9, 1999.
As the two companies announced on November 10th, OnStar has selected
General Magic's magicTalk as the voice user interface for the OnStar Virtual
Advisor. This will provide consumers with hands-free, voice-activated access to
Web-based information services in vehicles.
OnStar has paid General Magic an up-front and non-refundable $5 million
technology and licensing fee which will be recognized in the fourth quarter,
1999. Under the terms of the agreement General Magic will also provide
engineering, network hosting and consulting services.
OnStar has also invested $15 million in General Magic in exchange for
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. The conversion price of the Series G Preferred Stock is $1.684 per share,
which was consistent with the price of General Magic's common stock at the time
OnStar and General Magic entered into a letter of intent.
OnStar will elect a member to the General Magic Board of Directors.
-more-
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General Magic/-2
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 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.
