As filed with the Securities and Exchange Commission on June 10, 2002
Registration No. ____________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
General Magic, Inc.
| Delaware | 77-0250147 | |
| (State or other jurisdiction | (I.R.S. Employer Identification No.) | |
| of incorporation or organization) |
420 N. Mary Avenue
Sunnyvale, CA 94085
General Magic, Inc.
2000 Nonstatutory Stock Option Plan
Kathleen M. Layton
President and Chief Executive Officer
General Magic, Inc.
420 N. Mary Avenue
Sunnyvale, CA 94085
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.
Pursuant to General Instruction E of the General Instructions to Form S-8, this Registration Statement incorporates by reference the contents of the Registrant's Registration Statement on Form S-8 (File No. 333-67062).
| PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT | ||||||||
| Item 8. Exhibits | ||||||||
| SIGNATURE | ||||||||
| EXHIBIT INDEX | ||||||||
| EXHIBIT 5 | ||||||||
| EXHIBIT 23.2 | ||||||||
CALCULATION OF REGISTRATION FEE
| Proposed maximum | Proposed maximum | |||||||||||||||
| Title of Securities | Amount to be | offering price | aggregate offering | Amount of | ||||||||||||
| to be registered | registered1 | per share2 | price2 | registration fee | ||||||||||||
| Common Stock, par value $0.001 | 1,500,000 | $ | 0.1707 | $ | 256,050.00 | $ | 23.56 | |||||||||
| TOTALS | 1,500,000 | $ | 0.1707 | $ | 256,050.00 | $ | 23.56 | |||||||||
| 1 | The number of shares being registered represents shares of common stock which may be issued under the General Magic, Inc. 2000 Nonstatutory Stock Option Plan (the “Nonstatutory Plan”) in addition to shares previously registered. Pursuant to Rule 416(a), additional shares that may be issued as a result of stock splits, stock dividends or similar transactions are also covered. | |
| 2 | The proposed maximum offering price per share was estimated in part pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the “Securities Act”), and in part pursuant to Rule 457(c) under the Securities Act. With respect to 1,039,507 shares which are subject to outstanding options to purchase Common Stock under the Nonstatutory Plan, the proposed maximum offering price per share was estimated pursuant to Rule 457(h) under which Rule the per share price of options to purchase stock under an employee stock option plan may be estimated by reference to the exercise price of such options. The weighted average exercise price of the 1,039,507 shares subject to outstanding options under the Nonstatutory Plan is $0.1998. With respect to 460,493 shares of Common Stock available for future grant under the Nonstatutory Plan, the estimated proposed maximum offering price per share was estimated pursuant to Rule 457(c) whereby the per share price was determined by reference to the average between the high and low price reported in The Nasdaq SmallCap Market on June 6, 2002, which average was $0.105. The number referenced above in the table entitled “Proposed Maximum Offering Price per Share” represents a weighted average of the foregoing estimates calculated in accordance with Rules 457(h) and 457(c). |
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
| 4.29 | Certificate of Amendment to Certificate of Incorporation dated March 22, 2002, is incorporated by reference to Appendix A to the Company’s Definitive (14A) Proxy Statement filed with the Securities and Exchange Commission on January 22, 2002 (File No. 000-25374) | |
| 5 | Opinion of Counsel 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) |
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 June 10, 2002.
| General Magic, Inc. | ||
| By: | /s/ Kathleen M. Layton | |
Kathleen M. Layton President and Chief Executive Officer | ||
SIGNATURES AND POWER OF ATTORNEY
The officers and directors of General Magic, Inc. whose signatures appear below, hereby constitute and appoint Kathleen M. Layton 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 said attorney and agent, or their or her substitute(s), 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.
| Signature | Title | Date | ||
| /s/ Kathleen M. Layton Kathleen M. Layton | President, Chief Executive Officer and Director (Principal Executive Officer) | June 10, 2002 | ||
| /s/ David H. Russian David H. Russian | Chief Financial Officer (Principal Financial and Accounting Officer) | June 10, 2002 | ||
| /s/ Susan G. Swenson Susan G. Swenson | Chairman of the Board, Director | June 10, 2002 | ||
| /s/ Elizabeth A. Fetter Elizabeth A. Fetter | Director | June 10, 2002 | ||
| /s/ Chester A. Huber Chester A. Huber, Jr. | Director | June 10, 2002 | ||
| /s/ Philip D. Knell Philip D. Knell | Director | June 10, 2002 | ||
| /s/ Tom D. Seip Tom D. Seip | Director | June 10, 2002 |
EXHIBIT INDEX
| 4.29 | Certificate of Amendment to Certificate of Incorporation dated March 22, 2002, is incorporated by reference to Appendix A to the Company’s Definitive (14A) Proxy Statement filed with the Securities and Exchange Commission on January 22, 2002 (File No. 000-25374) | |
| 5 | Opinion of Counsel 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) |
