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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GENERAL MAGIC, INC.
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(Exact name of registrant as specified in its charter)
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<S> <C>
Delaware 77-0250147
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
</TABLE>
420 N. Mary Avenue
Sunnyvale, CA 94086
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(Address of principal executive offices) (Zip code)
GENERAL MAGIC, INC.
AMENDED AND RESTATED 1990 STOCK OPTION PLAN
1994 OUTSIDE DIRECTORS STOCK OPTION PLAN
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(Full title of the plan)
Steven Markman
President, Chief Executive Officer and Chairman of the Board of Directors
General Magic, Inc.
420 N. Mary Avenue
Sunnyvale, CA 94086
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(Name and address of agent for service)
Telephone number, including area code, of agent for service: (408) 774-4000.
This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.
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CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
Securities to be Amount to be offering price aggregate Amount of
registered(1) registered(2) per share(3) offering price(3) registration fee
- -------------------- ------------------- ------------------- ------------------- -------------------
<S> <C> <C> <C> <C>
Amended and Restated
1990 Stock Option Plan
Common Stock, 4,850,000 $(3) $30,207,186.39 $8,397.60
Par Value $0.001
1994 Outside Directors
Stock Option Plan
Common Stock 250,000 $5.7969 $1,449,225.00 $402.88
Par Value $0.001
TOTALS 5,100,000 $31,656,411.39 $8,800.48
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- ----------------------
(1) The securities to be registered include options to acquire Common Stock.
(2) Pursuant to Rule 416(a), this registration statement also covers any
additional securities that may be offered or issued in connection with any
stock split, stock dividend or similar transaction.
(3) Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. As to 2,915,988 shares subject to outstanding but
unexercised options under the Amended and Restated 1990 Stock Option Plan,
the price is computed on the basis of the weighted average exercise price,
$6.5144. As to the remaining 1,934,012 shares under the Amended and
Restated 1990 Stock Option Plan, the $5.7969 price is based upon the
average of the high and low prices of the Common Stock on February 2, 1999,
as reported on the Nasdaq National Market. As to 250,000 shares under the
1994 Outside Directors Stock Option Plan, the $5.7969 price is based upon
the average of the high and low prices of the Common Stock on February 2,
1999, as reported on the Nasdaq National Market.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
General Magic, Inc. (the "Company") hereby incorporates by reference in
this registration statement the following documents:
(a) The Company's latest annual report on Form 10-K and amended annual
report on Form 10-K/A filed pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), containing
audited financial statements for the Company's latest fiscal year ended 1997 as
filed with the Securities and Exchange Commission on March 31, 1998 and April
30, 1998, respectively.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (a) above.
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed under the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to this registration statement which indicates that all securities
offered hereby have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities
The class of securities to be offered is registered under Section 12 of the
Exchange Act.
Item 5. Interests of Named Experts and Counsel
Inapplicable.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law permits a corporation
to include in its charter documents and in agreements with its directors and
officers provisions expanding the scope of indemnification beyond that
specifically provided by the Delaware law. The Company's Bylaws provide that the
Company shall indemnify to the full extent authorized by law any person made or
threatened to be made a party to an action or a proceeding, whether criminal,
civil, administrative or investigative, by reason of the fact that he or she,
his or her testator or intestate was or is a director, officer or employee of
the Company or any predecessor of the Company or serves or served any other
enterprise as a director, officer or employee at the request of the Company or a
predecessor of the Company. The Company's Bylaws also provide
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that the Company may enter into one or more agreements with any person which
provides for indemnification greater or different than that provided in such
Bylaws. The Company has entered into such indemnification agreements with its
directors and officers.
The Company maintains insurance on behalf of any person who is a director
or officer against any loss arising from any claim asserted against him or her
and incurred by him or her in any such capacity, subject to certain exclusions.
See also the undertakings set forth in response to Item 9 herein.
Item 7. Exemption From Registration Claimed
Inapplicable.
Item 8. Exhibits
See Exhibit Index.
Item 9. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that paragraphs (1)(i) and (l)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Sunnyvale, State of California, on February 4, 1999.
General Magic, Inc.
By: /s/ STEVEN MARKMAN
--------------------------------------
Steven Markman
President, Chief Executive Officer and
Chairman of the Board of Directors
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SIGNATURES AND POWER OF ATTORNEY
The officers and directors of General Magic, Inc. whose signatures appear
below, hereby constitute and appoint Steven Markman and Mary E. Doyle, and each
of them, their true and lawful attorneys and agents, with full power of
substitution, each with power to act alone, to sign and execute on behalf of the
undersigned any amendment or amendments to this registration statement on Form
S-8, and each of the undersigned does hereby ratify and confirm all that each of
said attorney and agent, or their or his substitutes, shall do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
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Signature Title Date
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<S> <C> <C>
/s/ STEVEN MARKMAN President, Chief Executive Officer, February 4, 1999
- ---------------------------- Chairman of the Board and Director
Steven Markman (Principal Executive Officer)
/s/ JAMES P. MCCORMICK Senior Vice President, Finance and February 4, 1999
- ---------------------------- Administration and Chief Financial
James P. McCormick Officer (Principal Financial and
Accounting Officer)
/s/ MICHAEL E. KALOGRIS Director February 4, 1999
- ----------------------------
Michael E. Kalogris
/s/ PHILIP D. KNELL Director February 2, 1999
- ----------------------------
Philip D. Knell
/s/ CARL F. PASCARELLA Director February 3, 1999
- ----------------------------
Carl F. Pascarella
/s/ ROEL PIEPER Director February 4, 1999
- ----------------------------
Roel Pieper
/s/ DENNIS F. STRIGL Director February 4, 1999
- ----------------------------
Dennis F. Strigl
/s/ SUSAN G. SWENSON Director February 4, 1999
- ----------------------------
Susan G. Swenson
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EXHIBIT INDEX
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4.1 Certificate of Incorporation of the Company is incorporated by reference to
Exhibit 3.2 to the Company's Registration Statement on Form S-1 filed with
the Securities and Exchange Commission on February 9, 1995 ( No. 33-87164)
4.2 Agreement and Plan of Merger between General Magic, Inc., a California
corporation, and the Company is incorporated by reference to Exhibit 2.1 to
the Company's Registration Statement on Form S-1 filed with the Securities
and Exchange Commission on February 9, 1995 (File No. 33-87164)
4.3 Certificate of Amendment of Certificate of Incorporation of the Company is
incorporated by reference to Exhibit 3.3 to the Company's Registration
Statement on Form S-1 filed with the Securities and Exchange Commission on
February 9, 1995 (File No. 33-87164)
4.4 Certificate of Correction of the Certificate of Amendment of the Company is
incorporated by reference to Exhibit 4.3 to the Company's Registration
Statement on Form S-8 filed with the Securities and Exchange Commission on
September 25, 1996 (File No. 333-12667)
4.5 Certificate of Retirement and Elimination of Classes of Common Stock and
Series of Preferred Stock of the Company is incorporated by reference to
Exhibit 4.5 to the Company's Registration Statement on Form S-8 filed with
the Securities and Exchange Commission on August 11, 1997 (File No.
333-33329)
4.6 Certificate of Designation of Series A Convertible Preferred Stock of the
Company is incorporated by reference to Exhibit 3.2 to the Company's
Registration Statement on Form S-3 filed with the Securities and Exchange
Commission on May 1, 1998 (File No. 333-51685)
4.7 Certificate of Merger of Netphonic Communications, Inc. into the Company
4.8 Certificate of Designation of the 5 1/2% Cumulative Convertible Series B
Preferred Stock of the Company is incorporated by reference to Exhibit 3.1
to the Company's Registration Statement on Form S-3 filed with the
Securities and Exchange Commission on May 1, 1998 (File No. 333-51685)
4.9 Certificate of Designations, Preferences and Rights of Series C Convertible
Preferred Stock of the Company is incorporated by reference to Exhibit 3.1
to the Company's Current Report on Form 8-K filed with the Securities and
Exchange Commission on June 29, 1998 (File No. 000-25374)
4.10 Certificate of Amendment to Certificate of Incorporation of the Company
4.11 Certificate of Amendment of Certificate of Designations, Preferences and
Rights of Series C Convertible Preferred Stock of the Company
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4.12 Second Amended and Restated Bylaws of the Company are incorporated by
reference to Exhibit 4.6 to the Company's Registration Statement on Form
S-8 filed with the Securities and Exchange Commission on February 6, 1998
(File No. 333-45751)
5 Opinion re legality
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of KPMG LLP
24 Power of Attorney (included in signature pages to this registration
statement)
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EXHIBIT 4.7
CERTIFICATE OF MERGER OF
NETPHONIC COMMUNICATIONS, INC.
INTO
GENERAL MAGIC, INC.
Pursuant to Section 251 of the Delaware General Corporation Law (the
"DGCL"), General Magic, Inc., a Delaware corporation, hereby certifies as set
forth below:
The name and state of incorporation of each of the constituent corporations
of the merger is as follows:
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Name State of Incorporation
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<S> <C>
NetPhonic Communications, Inc. Delaware
General Magic, Inc. Delaware
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An agreement and plan of reorganization (the "Merger Agreement") has been
approved, adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with the requirements of Section 251 of
the DGCL.
General Magic, Inc. is the surviving corporation of the merger (the
"Surviving Corporation").
The Certificate of Incorporation of General Magic, Inc. in effect
immediately prior to the effective time, shall be the Amended and Restated
Certificate of Incorporation of the Surviving Corporation.
The executed Merger Agreement is on file at the principal place of business
of the Surviving Corporation at 420 North Mary Avenue, Sunnyvale, CA 94086.
A copy of the Merger Agreement will be furnished by the Surviving
Corporation, on request and without cost, to any stockholder of any constituent
corporation.
The merger shall become effective immediately upon the filing of this
certificate with the Secretary of State of Delaware in accordance with Sections
251 and 103 of the DGCL.
This certificate of merger has been executed, acknowledged and attested on
March 6, 1998.
GENERAL MAGIC, INC.
By: /s/ James P. McCormick
-------------------------------------
James P. McCormick, Vice President,
Finance and Administration
<PAGE> 1
Exhibit 4.10
CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION
General Magic, Inc., a Delaware corporation (the "Company"), hereby
certifies:
FIRST: That at a meeting of the Board of Directors of the Company
resolutions were duly adopted setting forth a proposed amendment to the
Certificate of Incorporation, declaring said amendment to be advisable and
calling a special meeting of the stockholders of the Company for consideration
thereof. The resolution setting forth the proposed amendment is as follows:
RESOLVED, that the text of Article Fourth (A) of the Company's Certificate
of Incorporation will be amended to read as follows:
"A. The total number of shares of all classes of stock which the
Corporation shall have authority to issue is One Hundred Million Five
Hundred Thousand (100,500,000), consisting of:
(1) Five Hundred Thousand (500,000) shares of Preferred Stock, par value
one-tenth of one cent ($.001) per share (the "Preferred Stock"); and
(2) One Hundred Million (100,000,000) shares of Common Stock, par value
one-tenth of one cent ($.001) per share (the "Common Stock")."
SECOND: That thereafter, pursuant to a resolution of its Board of
Directors, a special meeting of the stockholders of the Company was duly called
and held, upon notice in accordance with Section 222 of the General Corporation
Law of the State of Delaware, at which meeting the necessary number of shares as
required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with Section 242
of the General Corporation Law of the State of Delaware.
The Corporation has caused this Certificate of Amendment of Certificate of
Incorporation to be signed by the President and Chief Executive Officer this
21st day of January, 1999.
GENERAL MAGIC, INC.
By: /s/ STEVEN MARKMAN
-------------------------------------
Steven Markman
President and Chief Executive Officer
<PAGE> 1
Exhibit 4.11
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES C
CONVERTIBLE PREFERRED STOCK
OF
GENERAL MAGIC, INC.
General Magic, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the "Company"),
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of the Company
resolutions were duly adopted setting forth a proposed amendment of the
Certificate of Designations, Preferences and Rights of the Company's Series C
Convertible Preferred Stock (the "Certificate"), declaring said amendment to be
advisable and calling a special meeting of the stockholders of the Company for
consideration thereof. The resolution setting forth the proposed amendment is as
follows:
RESOLVED, that Section (2)(b)(ii) of the Certificate be amended and
restated to read as follows:
"FIXED CONVERSION PRICE" means $10.000.";
RESOLVED FURTHER, that Section (2)(d)(i) of the Certificate be amended and
restated to read as follows:
"Adjustment of Fixed Conversion Price upon Issuance of Common Stock. If and
whenever on or after the Issuance Date, the Company issues or sells, or is
deemed to have issued or sold, any shares of Common Stock (other than the
Conversion Shares (as defined in the Securities Purchase Agreement), the
Warrant Shares (as defined in the Securities Purchase Agreement), the
Discretionary Shares (as defined below) and shares of Common Stock deemed
to have been issued by the Company in connection with an Approved Stock
Plan (as defined below)) for a consideration per share less than a price
(the "APPLICABLE PRICE") equal to the Fixed Conversion Price in effect
immediately prior to such issuance or sale, then immediately after such
issue or sale, the Fixed Conversion Price then in effect shall be reduced
to an amount (A) in the event such issue or sale occurs on or prior to the
date which is the earlier of (I) the date on which an aggregate of at least
1,800 Preferred Shares have been converted pursuant to Section 2 and (II)
the date which is one year after the date the Registration Statement is
declared effective by the SEC, then equal to the consideration per share
which the Company issued or sold, or was deemed to have issued or sold, for
one share of Common Stock pursuant to such issuance or sale or (B) in the
event such issue or sale occurs after the date on which an aggregate of at
least 1,800 Preferred Shares have been converted pursuant to Section 2,
then equal to the product of (x) the Fixed Conversion Price in effect
immediately prior to such issue or sale and (y) the quotient determined by
dividing (1) the sum of (I) the
<PAGE> 2
product of the Applicable Price and the number of shares of Common Stock
Deemed Outstanding (as defined below) immediately prior to such issue or
sale, and (II) the consideration, if any, received by the Company upon such
issue or sale, by (2) the product of (I) the Applicable Price and (II) the
number of shares of Common Stock Deemed Outstanding immediately after such
issue or sale. For purposes of determining the adjusted Fixed Conversion
Price under this Section 2(d)(i), the following shall be applicable:"; and
RESOLVED FURTHER, that Section (2)(d)(i)(D)(II) of the Certificate be
renumbered as Section (2)(d)(i)(D)(III) and Section (2)(d)(i)(D)(II) of the
Certificate be amended and restated as follows:
"DISCRETIONARY SHARES" shall mean shares of Common Stock (A) which have
been issued or sold, or deemed to have been issued or sold, by the Company
(i) in connection with a merger or consolidation, (ii) in connection with
any strategic partnership or joint venture (the primary purpose of which is
not to raise equity capital) or (iii) in connection with the acquisition of
a business, product, license or other assets by the Company, for a
consideration per share (based on the Closing Bid Price of such Common
Stock on the date of the issuance or sale, or deemed issuance or sale) less
than the Applicable Price (as defined above) ("ACQUISITION SHARES") and (B)
the issuance or sale, or deemed issuance or sale, of which was not in
violation of the applicable Discretionary Share Cap (as defined below). For
the purposes hereof, "DISCRETIONARY SHARE CAP" shall mean that amount with
respect to a Discretionary Share Measurement Period (as defined below) as
calculated from time to time as of the date ("MEASUREMENT DATE") of a given
issuance or sale, or deemed issuance or sale, of Acquisition Shares which
is equal to (A) the product of (x) the number of shares of Common Stock
actually outstanding on the last day of the Discretionary Share Measurement
Period, multiplied by the Closing Bid Price of the Common Stock on the
Measurement Date and (y) .05, less (B) the number of Acquisition Shares
issued or sold, or deemed to have been issued or sold, by the Company
during the Discretionary Share Measurement Period, multiplied by the
Closing Bid Price of the Common Stock on each applicable Measurement Date
with respect to such Acquisition Shares. A given issuance or sale, or
deemed issuance or sale, of Acquisition Shares shall be deemed to violate
the Discretionary Share Cap if the product of (x) the number of such
Acquisition Shares, multiplied by (y) the Closing Bid Price of the Common
Stock on the Measurement Date exceeds the Discretionary Share Cap. The
"DISCRETIONARY SHARE MEASUREMENT PERIOD" shall mean with respect to a given
issuance or sale, or deemed issuance or sale, of Acquisition Shares, that
364-day period ending on and including the date immediately prior to the
date of the issuance or sale, or deemed issuance or sale, of such
Acquisition Shares."
SECOND: That thereafter, pursuant to a resolution of its Board of
Directors, a special meeting of the stockholders of the Company was duly called
and held, upon notice in accordance with Section 222 of the General Corporation
Law of the State of Delaware, at which meeting the necessary number of shares as
required by statute were voted in favor of the amendment.
<PAGE> 3
THIRD: That said amendment was duly adopted in accordance with Section 242
of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment of Certificate of Designations to be signed by its duly authorized
officer, this 21st day of January, 1999.
GENERAL MAGIC, INC.
By: /s/ STEVEN MARKMAN
-------------------------------------
Steven Markman
President and Chief Executive Officer
<PAGE> 1
EXHIBIT 5
[GRAY CARY WARE & FREIDENRICH LETTERHEAD]
February 3, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: General Magic, Inc.
Ladies and Gentlemen:
As legal counsel for General Magic, Inc., a Delaware corporation (the
"Company"), we are rendering this opinion in connection with the registration
under the Securities Act of 1933, as amended, of up to 5,100,000 shares of the
Common Stock, $0.001 par value, of the Company which may be issued pursuant to
the exercise of options granted under the General Magic, Inc. Amended and
Restated 1990 Stock Option Plan and 1994 Outside Director Stock Option Plan
(collectively, the "Plans").
We have examined all instruments, documents and records which we deemed relevant
and necessary for the basis of our opinion hereinafter expressed. In such
examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies. We are admitted to
practice only in the State of California and we express no opinion concerning
any law other than the law of the State of California, the corporation laws of
the State of Delaware and the federal law of the United States. As to matters of
Delaware corporation law, we have based our opinion solely upon our examination
of such laws and the rules and regulations of the authorities administering such
laws, all as reported in standard, unofficial compilations. We have not obtained
opinions of counsel licensed to practice in jurisdictions other than the State
of California.
Based on such examination, we are of the opinion that the 5,100,000 shares of
Common Stock which may be issued pursuant to the Plans are duly authorized
shares of the Company's Common Stock, and, when issued in accordance with the
provisions of the Plans, will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement referred to above and the use of our name wherever it
appears in said Registration Statement.
Very truly yours,
/s/ Gray Cary Ware & Freidenrich
- ----------------------------------
GRAY CARY WARE & FREIDENRICH LLP
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
General Magic, Inc.:
We consent to incorporation by reference in the registration statement to be
filed on February 4, 1999, on Form S-8 of General Magic, Inc. of our report
dated January 23, 1998, except for note 12, which is as of March 6, 1998,
relating to the consolidated balance sheets of General Magic, Inc. and
subsidiary (a development stage enterprise) as of December 31, 1997 and 1996,
and the related consolidated statements of operations, stockholders' equity
(deficit), and cash flows for each of the years in the three-year period ended
December 31, 1997, and for the period from May 1, 1990 (inception) to December
31, 1997, which report appears in the December 31, 1997, annual report on Form
10-K and 10-K/A of General Magic, Inc.
/s/ KPMG LLP
-----------------
KPMG LLP
Mountain View, California
February 2, 1999
