Owned Prior to the by this Owned After Percentage
Selling Stockholder (1) Offering (2) Prospectus (2) the Offering (3) of Class (4)
- ----------------------------------------- ------------------- ---------------- ---------------- ------------
<S> <C> <C> <C> <C>
Themis Partners L.P. 279,111 234,311 44,800 (5)
Heracles Fund 560,284 515,484 44,800 (5)
RGC International Investors, LDC 1,970,592 1,124,692 845,900 2.9
Halifax Fund, L.P. 2,065,904 656,070 1,409,833 4.9
Palladin Partners I, L.P. 93,724 93,724 -- (5)
Palladin Overseas Fund Limited 46,862 46,862 -- (5)
The Gleneagles Fund Company 46,862 46,862 -- (5)
Palladin Securities, LLC 46,862 46,862 -- (5)
Colonial Penn Life Insurance Company 46,862 46,862 -- (5)
AFO Capital Advisors, LLC 142,000 30,000 112,000 (5)
TOTALS: 5,299,063 2,841,729 2,457,333
- ---------------------
</TABLE>
(1) The persons named in the table have sole voting and investment power
with respect to all shares of General Magic Common Stock shown as
beneficially owned by them, subject to community property laws, where
applicable.
(2) 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 and assumes the exercise of all Warrants as described in
this Prospectus. Pursuant to the Company's agreement with the
Institutional Investors as set forth in the Agreement, the number of
shares of Common Stock registered in the name of the Institutional
Investors by this Registration Statement approximately equals the sum
of (i) 200% of the shares of Common Stock that would be issued had all
Series C Shares been converted on July 23, 1998, and (ii) 150% of the
shares of Common Stock issuable upon exercise of the Warrants. The
actual number of shares of Common Stock issuable upon conversion of
Series C Shares and exercise of the Warrants is indeterminate, is
subject to adjustment and could be materially less or more than such
estimated number depending on factors which cannot be predicted by the
Company at this time, including among other factors, the future market
price of the Common Stock. 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 or issuable upon conversion of the Series
C Shares and exercise of the Warrants by reason of the floating rate
conversion price mechanism or other adjustment mechanisms described in
the Series C Certificate of Designations, or 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 C Certificate of
Designations, if the Series C Shares had been actually converted on
July 23, 1998, the
11
<PAGE> 13
conversion price would have been $11.188, at which price the Series C
Shares would have been converted into approximately 2,691,729 shares
of Common Stock. Pursuant to the terms of the Series C Certificate of
Designations and the Warrants, the Series C Shares are convertible and
the Warrants are exercisable by each of the Selling Stockholders only
to the extent that the number of shares of Common Stock thereby
issuable (but not including shares of Common Stock underlying
unconverted shares of Series C Shares and unexercised portions of the
Issued Warrants) would not exceed 4.99% of the Company's outstanding
Common Stock as determined in accordance with Section 13(d) of the
Exchange Act. This 4.99% restriction may be lifted or modified under
certain circumstances, with at least 61 days advance notice.
(3) Assumes the sale of all shares offered hereby.
(4) Based on 28,818,653 shares of Common Stock outstanding as of
April 28, 1998.
(5) Represents less than 1%.
PLAN OF DISTRIBUTION
The Selling Stockholders or their respective pledgees, donees, transferees
or other successors in interest may, from time to time, sell all or a portion of
the Shares on the National Market, in privately negotiated transactions or
otherwise, 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 the Selling Stockholders by one or more of the
following methods, without limitation: (a) 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, (b)
purchases by a broker or dealer as principal and resale by such broker or dealer
for its account pursuant to this Prospectus, (c) an exchange distribution in
accordance with the rules of such exchange, (d) ordinary brokerage transactions
and transactions in which the broker solicits purchasers, (e) privately
negotiated transactions, (f) short sales and (g) a combination of any such
methods of sale. In effecting sales, brokers and dealers engaged by the Selling
Stockholders may arrange for other brokers or dealers to participate. Brokers or
dealers may receive commissions or discounts from the Selling Stockholders (or,
if any such broker-dealer acts as agent for the purchaser of such shares, from
such purchaser) in amounts to be negotiated which are not expected to exceed
those customary in the types of transactions involved. Broker-dealers may agree
with the Selling Stockholders to sell a specified number of such Shares at a
stipulated price per share, and, to the extent such broker-dealer is unable to
do so acting as agent for a Selling Stockholder, to purchase as principal any
unsold Shares at the price required to fulfill the broker-dealer commitment to
the Selling Stockholders. Broker-dealers who acquire Shares as principals may
thereafter resell such Shares from time to time in transactions (which may
involve block transactions and sales to and through other broker-dealers,
including transactions of the nature described above) in the National Market at
prices and on terms then prevailing at the time of sale, at prices related to
the then-current market price or in negotiated transactions and, in connection
with such resales, may pay to or receive from the purchasers of such Shares
commissions as described above. The Selling Stockholders may also sell the
Shares in accordance with Rule 144 under the Securities Act, rather than
pursuant to this Prospectus.
*********************************************************************
I think the above are the financiers, for GMGC. I don't know if they are the ones or some of the ones mentioned on the yahoo pages. I do know that under plan of distribution you will see authorization for the financiers to sell gmgc short. GMGC must have been pretty needy to agree to this clause to get the financing. I am not implying any misdoing in this case, just looking into it. |
