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Filing Pursuant to Rule 424(b)(2)
Registration Statement No. 333-79857
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JULY 26, 1999, PROSPECTUS SUPPLEMENT DATED AUGUST 4, 1999,
PROSPECTUS SUPPLEMENT DATED AUGUST 5, 1999, PROSPECTUS SUPPLEMENT DATED
SEPTEMBER 10, 1999 AND PROSPECTUS SUPPLEMENT DATED NOVEMBER 19, 1999)
GENERAL MAGIC, INC.
COMMON STOCK
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You should read this prospectus supplement, the accompanying prospectus
supplement, dated August 4, 1999, the accompanying prospectus supplement dated
August 5, 1999, the accompanying prospectus supplement, dated September 10,
1999, the accompanying prospectus supplement, dated November 19, 1999, and the
accompanying prospectus carefully before you invest. All of these documents
contain information you should consider carefully before making your investment
decision.
INVESTING IN OUR COMMON STOCK INVOLVES CERTAIN RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 5.
CORRECTION
The first bullet under the description of the purchase price as further
described in "Issuances of shares of common stock by us - Purchase Price" in the
accompanying prospectus supplement, dated August 4, 1999 is incorrect and should
read as follows:
"-- 97% of the lowest weighted average price of the common stock for the
five consecutive trading days ending and including the date of Cripple Creek's
notice to purchase shares,"
The remaining description in "Issuances of shares of common stock by us -
Purchase Price" in the accompanying prospectus supplement, dated August 4, 1999
is correct.
PLAN OF DISTRIBUTION
ISSUANCE OF SHARES OF COMMON STOCK BY US
We will offer under this prospectus, as supplemented, shares of our common
stock to Apple Computer, Inc., a California corporation ("Apple"), under a
Repayment and Stock Purchase Agreement, dated as of December 30, 1999, by and
between us and Apple, as amended (the "Agreement"). The Agreement provides,
among other things, that we sell to Apple a number of shares rounded off to the
nearest whole number of our common stock equal to $1,000,000 divided by the
current market price, or 267,559 shares. The current market price is defined in
the Agreement to be the average of the daily closing price per share for our
common stock on NASDAQ National Market for the 10 consecutive trading days
ending on December 21, 1999, or $3.7375.
The summary set forth above is not intended to be a complete description of
all of the terms of the Agreement.
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DISTRIBUTION OF SHARES OF COMMON STOCK PURCHASED UNDER THE AGREEMENT BY APPLE
Apple or its respective pledgees, donees, transferees or other successors
in interest may, from time to time, sell all or a portion of the shares which it
will buy under the Agreement on the Nasdaq National Market, in privately
negotiated transactions or otherwise. Shares may be sold at fixed prices that
may be changed, at market prices prevailing at the time of sale, at prices
related to such market prices or at negotiated prices. The shares may be sold by
Apple by one or more of the following methods, without limitation:
- block trades in which the broker or dealer so engaged will attempt to
sell the shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction;
- purchases by a broker or dealer as principal and resales by such
broker or dealer for its account pursuant to this prospectus, as supplemented;
- an exchange distribution in accordance with the rules of such
exchange;
- ordinary brokerage transactions and transactions in which the broker
solicits purchasers;
- privately negotiated transactions;
- short sales;
- through the writing of options on the shares;
- in one or more underwritten offerings on a firm commitment or best
efforts basis; and
- a combination of any such methods of sale.
In effecting sales, brokers and dealers engaged by Apple may arrange for
other brokers or dealers to participate. Broker-dealers may agree with Apple to
sell a specified number of shares at a stipulated price per share. To the extent
such broker-dealer is unable to do so acting as agent for Apple, it may purchase
as principal any unsold shares at the stipulated price. Broker-dealers who
acquire shares as principals may thereafter resell such shares from time to time
in transactions in the Nasdaq National Market at price and on terms then
prevailing at the time of sale, at prices related to the then-current market
price or in negotiated transactions. Broker-dealers may use block transactions
and sales to and through broker-dealers, including transactions of the nature
described above. Apple may also sell the shares in accordance with Rule 144
under the Securities Act of 1933, as amended, rather than pursuant to this
prospectus, as supplemented.
From time to time, Apple may pledge, hypothecate or grant a security
interest in some or all of the shares owned by them. In addition, Apple may,
from time to time, sell short the common stock of General Magic, and in such
instances, this prospectus, as supplemented, may
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be delivered in connection with such short sales and the shares offered under
this prospectus, as supplemented, may be used to cover such short sales.
To the extent required under the Securities Act of 1933, as amended, the
aggregate amount of Apple's shares of our common stock being offered and the
terms of the offering, the names of any such agents, brokers, dealers or
underwriters and any applicable commission with respect to a particular offer
will be set forth in an accompanying prospectus supplement. Any underwriters,
dealers, brokers or agents participating in the distribution of the common stock
may receive compensation in the form of underwriting discounts, concessions,
commissions or fees from Apple and/or purchasers of Apple's shares of common
stock, for whom they may act (which compensation as to a particular
broker-dealer might be in excess of customary commissions).
Apple may be deemed to be an "underwriter" within the meaning of the
Securities Act of 1933, as amended, in connection with such sales. Any
broker-dealers or agents that participate with Apple in sales of the shares may
be deemed to be an "underwriter" within the meaning of the Securities Act of
1933, as amended, in connection with such sales. In such event, any commissions
received by such broker-dealers or agents and any profit on the resale of the
shares purchased by them may be deemed to be an underwriting commission or
discount under the Securities Act of 1933, as amended.
Apple may enter into hedging transactions with broker-dealers and the
broker-dealers may engage in short sales of the common stock in the course of
hedging the positions they assume with Apple, including, without limitation, in
connection with distributions of the common stock by such broker-dealers. Apple
may enter into option or other transactions with broker-dealers that involve the
delivery of the shares offered hereby to the broker-dealers, who may then resell
or otherwise transfer such shares. Apple may also loan or pledge the shares
offered hereby to a broker-dealer and the broker-dealer may sell the shares
offered hereby so loaned or upon a default may sell or otherwise transfer the
pledged shares offered hereby.
Apple and any other persons participating in the sale or distribution of
the shares will be subject to applicable provisions of the Securities Exchange
Act of 1934, as amended, and the rules and regulations thereunder, which
provisions may limit the timing of purchases and sales of any of the shares by
Apple or any other person. The foregoing may affect the marketability of the
shares.
NEITHER THE SECURITIES EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS, AS SUPPLEMENTED. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus supplement is March 10, 2000.
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TABLE OF CONTENTS
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PAGE
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PROSPECTUS SUPPLEMENT
Correction SSSS-1
Plan of Distribution SSSS-1
PROSPECTUS SUPPLEMENT (DATED NOVEMBER 19, 1999)
Plan of Distribution SSS-1
PROSPECTUS SUPPLEMENT (DATED SEPTEMBER 10, 1999)
Plan of Distribution SS-1
PROSPECTUS SUPPLEMENT (DATED AUGUST 5, 1999)
Plan of Distribution SS-1
PROSPECTUS SUPPLEMENT (DATED AUGUST 4, 1999)
Plan of Distribution S-1
PROSPECTUS
Prospectus Summary 1
About General Magic 3
The Offering 4
Risk Factors 5
Special Note Regarding Forward-Looking Statements 14
Use of Proceeds 14
Dilution 15
Plan of Distribution 15
Legal Matters 16
Experts 16
Where You Can Get More Information 16
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[PROSPECTUS AND PROSPECTUS SUPPLEMENTS FOLLOWS]
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