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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): SEPTEMBER 7, 2000
GENERAL MAGIC, INC.
(Exact Name of Registrant as Specified in its Charter)
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DELAWARE 000-25374 77-0250147
(State or Other Jurisdiction of (Commission File Number) (IRS Employer Identification No.)
Incorporation)
420 NORTH MARY AVENUE 94086
SUNNYVALE, CALIFORNIA (Zip Code)
(Address of Principal Executive Offices)
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Registrant's telephone number, including area code: (408) 774-4000
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ITEM 5. OTHER EVENTS.
On September 7, 2000, General Magic, Inc., a Delaware corporation ("General
Magic"), and the investment banking firm of Ladenburg Thalmann & Co. Inc.
("Ladenburg Thalmann") executed a letter agreement whereby Ladenburg Thalmann
agreed to act as General Magic's exclusive placement agent for the offering of
up to $45,000,000 worth of General Magic's common stock, par value $0.001 per
share, on a "reasonable best efforts" basis (the "Engagement Agreement").
Ladenburg Thalmann has agreed that it will seek to identify institutional
investors who may wish to purchase General Magic's common stock from time to
time on specific terms to be negotiated between General Magic and such
institutional investors. The securities will be offered by General Magic under a
prospectus to be delivered pursuant to its pre-existing "shelf" registration
statement on Form S-3 (File No. 333-79857) under which General Magic, during the
summer of 1999, registered 10,000,000 shares of its common stock for sale.
Ladenburg Thalmann is not committed to purchase any of General Magic's
securities, regardless of whether Ladenburg Thalmann does or does not
successfully identify others to purchase General Magic's securities. General
Magic, in turn, is not obligated to sell any of its securities to any
prospective purchaser successfully identified by Ladenburg Thalmann. Ladenburg
Thalmann has advised General Magic that it will not purchase any of General
Magic's securities for its own account or for any discretionary accounts managed
by it.
General Magic has agreed to pay Ladenburg Thalmann a cash placement fee
equal to 3% of the gross proceeds to General Magic from each such sale for its
services. General Magic has also agreed to issue Ladenburg Thalmann a warrant to
purchase 100,000 shares of its common stock at a strike price equal to 115% of
the average of the volume-weighted average prices of its common stock on the ten
trading days prior to the filing of this Current Report on Form 8-K.
General Magic will grant to Ladenburg Thalmann a $35,000 non-accountable
expense allowance, payable one-half on the initiation of its engagement of
Ladenburg Thalmann and one-half upon the closing of the first sale procured
through Ladenburg Thalmann under the terms of the Engagement Agreement. In
addition, General Magic agreed to indemnify Ladenburg Thalmann against certain
liabilities under the Securities Act of 1933, as amended.
A copy of the Engagement Agreement is included herein as Exhibit 1.1 and is
hereby incorporated by reference into this Item 5.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following exhibit is filed with this report on Form 8-K:
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Exhibit No. Description
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1.1 Letter Agreement, dated September 7, 2000 between General Magic, Inc.
and Ladenburg Thalmann & Co., Inc.
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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.
Dated: September 14, 2000 By: /s/ ROSE MARCARIO
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Rose Marcario
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No. Description
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1.1 Letter Agreement, dated September 7, 2000 between General Magic, Inc.
and Ladenburg Thalmann & Co., Inc.
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