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To: shortlong2 who wrote (2649)7/5/1998 9:33:00 AM
From: Bellvie  Respond to of 10081
 
Can anyone offer explanation or comment on this
as to the effects on market price.

ref pages 13 and 14 at:

edgar.sec.gov

part. copy:

(6) Includes 72,569 shares held by NeXperience Company, an affiliate of Forest
Grove Holdings Limited.

13
<PAGE> 14
(7) Includes 1,088,533 shares held by Forest Grove Holdings Limited, an
affiliate of NeXperience Company.

(8) Includes 7,257 shares held by Grace S. Rhie, Mr. Rhie's spouse. Mr. Rhie
also holds a minority ownership interest in NeXperience Company.

(9) Includes 6,282 shares subject to options which will be vested within 60
days following May 20, 1998.

(10) Includes 5,344 shares subject to options which will be vested within 60
days following May 20, 1998.

(11) Includes 4,407 shares subject to options which will be vested within 60
days following May 20, 1998.

(12) Includes 83,198 shares held by Kyung H. Rhie, Ms. Rhie's spouse.

(13) Includes 1,688 shares subject to options which will be vested within 60
days following May 20, 1998.

(14) Includes 750 shares subject to options which will be vested within 60 days
following May 20, 1998.

(15) Includes 282 shares subject to options which will be vested within 60 days
following May 20, 1998.

(16) The number of shares set forth in the table represents an estimate of the
number of shares of Common Stock to be offered by the Selling Stockholder.
Pursuant to the Company's agreement with Microsoft, the number of shares
of Common Stock registered in the name of Microsoft by this Registration
Statement equals the number of shares of Common Stock issuable upon
conversion of twenty-five percent (25%) of the Series A Shares. The actual
number of shares of Common Stock offered hereby, and included in the
registration statement of which this Prospectus is a part, includes such
additional number of shares of Common Stock as may be issued upon
conversion of the Series A Shares by reason of any stock split, stock
dividend or similar transaction involving the Common Stock, in order to
prevent dilution, in accordance with Rule 416 under the Securities Act.
Pursuant to the Series A Certificate of Designation, if the Series A
Shares had been actually converted on May 18, 1998 at the fixed conversion
price of $1.24, the Series A Shares would have been converted into
approximately 3,629,000 shares of Common Stock. Assuming the sale of all
Shares offered hereby, Microsoft will own eight point six percent (8.6%)
of the outstanding shares of the Company's Common Stock at the conclusion
of this offering (based on the number of shares of the Company's Common
Stock outstanding as of April 30, 1998).