-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Wpe7bbqYPI6FVdo2tHYaTwNgsUU2FVXQ5/PxJdGM+tGAnsqDaI9kl5I9CyK0nC90 0kr+odMvfGNrcvdLylTazg== 0000891618-97-002382.txt : 19970520 0000891618-97-002382.hdr.sgml : 19970520 ACCESSION NUMBER: 0000891618-97-002382 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970516 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: GEOWORKS /CA/ CENTRAL INDEX KEY: 0000922285 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 942920371 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-24097 FILM NUMBER: 97610558 BUSINESS ADDRESS: STREET 1: 960 ATLANTIC AVE CITY: ALAMEDIA STATE: CA ZIP: 94501 BUSINESS PHONE: 5108141660 424B3 1 PROSPECTUS SUPPLEMENT DATED MAY 15, 1997 1 PROSPECTUS SUPPLEMENT dated May 15, 1997 Rule 424(b)(3) and 424(c) (to Prospectus dated May 8, 1997) File No. (333-24097) GEOWORKS COMMON STOCK --------------- This Prospectus Supplement amends and supplements the Prospectus dated May 8, 1997 of Geoworks (the "Company") included in the Company's Registration Statement (No. 333-24097) covering shares of the Company's Common Stock which may be offered and sold from time to time by the Selling Stockholders named in the Prospectus. The "Selling Stockholders" section of the Prospectus dated May 8, 1997 is hereby modified to add in the table shares that are beneficially owned by certain Selling Stockholders which are held in escrow pursuant to an escrow agreement between the Company and such Selling Shareholders and to clarify that such shares may be sold while they are held in escrow as long as proceeds from such sales are retained in the escrow fund. The "Selling Stockholders" section contained in this Prospectus Supplement incorporates such modifications, and amends and restates in its entirety the "Selling Stockholders" section contained in the Prospectus. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. 2 SELLING STOCKHOLDERS The shares of Common Stock to be sold by the Selling Shareholders pursuant to this Prospectus represent shares issued to the Selling Shareholders by the Company in connection with the Acquisition (the "Acquisition Shares"). No Selling Shareholder beneficially owns any shares of Common Stock other than Acquisition Shares. The following table sets forth as of the date of this Prospectus, the name of each of the Selling Shareholders, the number of shares held by each such Selling Shareholder (all of which shares may be offered for sale from time to time by this Prospectus), and the number of shares to be held by each such Selling Shareholder assuming the sale of all the Common Stock offered hereby. Except as indicated, none of the Selling Shareholders has held any position or office or had a material relationship with the Company or any of its affiliates within the past three years other than as a result of the ownership of the Company's Common Stock. The Company may amend or supplement this Prospectus from time to time to update the disclosure set forth herein.
Shares Beneficially Owned Shares Shares Which May After Offering(3) Beneficially be Sold Pursuant to ------------------------- Selling Stockholder Owned(1) this Prospectus(2) Number Percent - -------------------------------------------- ------------ ------------------- --------- -------- David Edward John Crisp(4) 39,480 39,480 0 -- David Lee Stevens 21,837 21,837 0 -- Alistair Jenkins 29,909 29,909 0 -- Dennis Phillip Taylor 30,723 30,723 0 -- Skanco Trustees Limited as trustee for The David Edward John Crisp Settlement 88,466 88,466 0 -- Skanco Trustees Limited as trustee of the David Lee Stevens Settlement 15,611 15,611 0 -- Skanco Trustees Limited as trustee of the Alistair Jenkins Settlement 15,611 15,611 0 -- 3i Group plc 353,010 353,010 0 -- A.I.I. Holding Corporation 141,365 141,365 0 -- Mr. John Emmerson 4,336 4,336 0 -- Steven Randall 429 429 0 -- Skanco Trustees Limited (as trustee of The Steven Randall Settlement) 88,466 88,466 0 -- Citifriends Nominee Limited 105,764 105,764 0 -- Robert and Sophie Peterson 3,469 3,469 0 -- Christopher Michael Batterham, Esq. 2,116 2,116 0 -- Childs Nominees Limited 2,116 2,116 0 -- Jeremy Guy Brassington 5,290 5,290 0 -- Fieldhelm Limited c/o National Leasing & Finance Co. 50,973 50,973 0 -- SPRL ETS De Groodt 21,681 21,681 0 -- Pershing Keen Nominees Limited A/C HCL 20,220 20,220 0 -- Mrs. Patricia Ann Renshaw 2,115 2,115 0 -- Southwind Limited c/o AS & K Services (Guernsey) Limited 13,009 13,009 0 -- Pershing Keen Nominees Limited A/C HCLCGT 17,949 17,949 0 -- David William Balfe, Esq. 10,580 10,580 0 -- Ronald Britton, Esq. 2,116 2,116 0 -- Steven Charles Hirst, Esq. 2,116 2,116 0 --
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Shares Beneficially Owned Shares Shares Which May After Offering(3) Beneficially be Sold Pursuant to ------------------------- Selling Stockholder Owned(1) this Prospectus(2) Number Percent - -------------------------------------------- ------------ ------------------- --------- -------- Robert Thomas Kerr Brown, Esq. 7,866 7,866 0 -- Claybrooke Investments Limited c/o S.G. Associates Limited 31,655 31,655 0 -- Elewill Limited 3,174 3,174 0 -- Emron Publishing Limited 5,290 5,290 0 -- Frank Sanderson, Esq. 3,174 3,174 0 -- Adrian Charles O'Donnell, Esq. c/o IOC International plc 2,961 2,961 0 -- Michael and Erica Louise Gordon 5,287 5,287 0 -- St. Georges Street Trustees 10,576 10,576 0 -- Firmanent Investments Limited 2,168 2,168 0 -- John Anthony Condon, Esq. 2,168 2,168 0 -- Frederick Hendrik Fentener van Vlissingen, Esq. 10,840 10,840 0 -- Frederick Horth, Esq. 4,230 4,230 0 -- Proneddim Holdings BV 2,168 2,168 0 -- Matthew and Cristina Sugarman 5,922 5,922 0 -- Chafbury Investments Limited 2,115 2,115 0 -- David Emanuel Merton Mond, Esq. 2,115 2,115 0 -- Stuart Andrew Goldsmith, Esq. 2,115 2,115 0 -- Ian Arthur Folkes, Esq. 2,168 2,168 0 -- Peter D. Davies, Esq. 2,116 2,116 0 -- Raymond Joseph and Shirley Ann Dobson 2,116 2,116 0 -- Derek Hartle, Esq. 2,116 2,116 0 -- John Kenneth and Antonia Mary Smith 2,116 2,116 0 -- Malcolm and Sylvia Moss 2,116 2,116 0 -- Jonathan A. Edelstein, Esq. 2,537 2,537 0 -- Stanley Arthur Elston, Esq. 2,116 2,116 0 -- A&B Securities Limited as Trustee for Robert Stephen Holdings Limited 42,305 42,305 0 -- Jonathan Axtell 745 745 0 -- Martin Charles Alexander Baxter 745 745 0 -- Brian Bennett 223 223 0 -- Gillian Brookman 223 223 0 -- Hayden Gownie Clark 1,491 1,491 0 -- John G. Doggett 223 223 0 -- Anthony Glen Ford 2,983 2,983 0 -- John Stephen Hargreaves 223 223 0 -- Andrew Law 1,491 1,491 0 -- Ian Miles Standish 745 745 0 -- John Stuart Tune 223 223 0 -- Henry Cooke Lumsden (London) Ltd 21,152 21,152 0 --
- --------- (1) The number and percentage of shares beneficially owned is determined in accordance with Rule 13d-3 of the Exchange Act, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rule, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days of the date of this Prospectus through the exercise of any stock option or other right. Unless otherwise indicated in the footnotes, each person has sole voting and investment power (or shares such powers with his or her spouse) with respect to the shares shown as beneficially owned. (2) Includes 28,222, 21,380 and 15,610 shares of Common Stock beneficially owned by Messrs. Crisp, Jenkins and Stevens, respectively, that are subject to an escrow established pursuant to an Escrow Agreement entered into among the Company, the escrow agent and such Selling Shareholders in connection with the Acquisition (the "Escrowed Shares"). Such escrow will expire on December 31, 1997 (the "Escrow Period") to the extent no claims on the escrow are outstanding at that time. During the Escrow Period, and subject to certain conditions, these individual Selling Shareholders may direct the escrow agent to sell their Escrowed Shares. Any proceeds from such sales shall be held in escrow for the Escrow Period. (3) Assumes the sale of all Common Stock offered hereby. (4) Following the Acquisition of Eden Group Limited, Mr. Crisp was appointed as the Company's Vice President, General Manager Europe. -----END PRIVACY-ENHANCED MESSAGE-----