8-K 1 f80378e8-k.txt FORM 8-K 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): MARCH 27, 2002 GENERAL MAGIC, INC. (Exact Name of Registrant as Specified in its Charter) DELAWARE 000-25374 77-0250147 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 420 NORTH MARY AVENUE 94085 SUNNYVALE, CALIFORNIA (Zip Code) (Address of Principal Executive Offices) Registrant's telephone number, including area code: (408) 774-4000 ITEM 5. OTHER EVENTS. On March 27, 2002, the Registrant issued a press release announcing that the Registrant raised $7 million through a private financing transaction in which the Registrant issued shares of its Common Stock to certain private investors. A copy of the press release is filed as Exhibit 99.1 and incorporated herein by reference. The Registrant entered into Subscription Agreements, a form of which is attached hereto as Exhibit 4.1, dated as of March, 27 2002, with certain private investors (the "Purchasers") identified by Hyperion Capital Partners Corp. ("Hyperion") whereby the Purchasers agreed to purchase 33,333,333 shares of the Company's Common Stock for an aggregate purchase price of $7,000,000. The Common Stock was sold for a purchase price per share equal to 80% of the average closing bid price of the Registrant's Common Stock on The Nasdaq National Market during the five trading days prior to March 25, 2002, or $0.21 per share. The Registrant also entered into an Escrow Agreement with Feldman Weinstein,LLP and certain of the Purchasers dated as of March 27, 2002, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference, pursuant to which Feldman Weinstein agreed to act as the escrow agent for this transaction. Pursuant to a non-exclusive financial consulting agreement entered into between the Registrant and Hyperion, as amended, wherein Hyperion agreed to assist the Registrant in the offering of shares of its Common Stock from time to time on specific terms to be negotiated between the Registrant and investors identified by Hyperion, the Registrant agreed to pay Hyperion 4% of the gross amount to be received by the Registrant in this financing. In addition, the Registrant paid Hyperion a $10,000 commencement bonus in exchange for its agreement to act as the Registrant's non-exclusive financial advisor, and further agreed to reimburse Hyperion up to an aggregate of $15,000 for expenses incurred in connection with the rendering of its services. The Registrant did not issue any warrants to the Purchasers or to Hyperion in connection with this financing. The foregoing description of the Subscription Agreements and the Escrow Agreement between the Registrant, Feldman Weinstein, LLP and certain Purchasers dated as of March 27, 2002, is qualified in its entirety by such agreements, each of which is attached hereto as an exhibit and incorporated by reference herein. 2 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. The following exhibits are filed with this report on Form 8-K:

3 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: March 27, 2002 By: /S/ Mary E. Doyle ---------------------------------- Mary E. Doyle Senior Vice President -- Business Affairs, General Counsel and Secretary 4 EXHIBIT INDEX

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