8-K

UNITED STATES 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 OF1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): July 11, 2002

GENERAL MAGIC, INC

(Exact name of registrant as specified in its charter)

DELAWARE	000-25374	77-0250147
( State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation)

420 NORTH MARY AVENUE SUNNYVALE, CALIFORNIA 94085

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (408) 774-4000

Not applicable

(Former name or former address, if changed since last report)

TABLE OF CONTENTS

	ITEM 5. OTHER EVENTS
	ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1

ITEM 5. OTHER EVENTS

         On July 11, 2002, General Magic, Inc., the Registrant, issued a press release announcing that it expects revenue for the second quarter ended June 30, 2002 to be below the low end of its previous guidance and announcing additional information regarding its operations, including acceleration of its partnership strategy, a twenty percent reduction in its workforce and a reduction of its operating expenses. The Registrant also announced that it will file an amendment to its Certificate of Incorporation on Monday, July 15, 2002, effecting a one-for-fourteen reverse split of the Registrant’s outstanding Common Stock. The Registrant’s Common Stock will begin trading under the split adjustment at the opening of the Nasdaq Stock Market on Tuesday, July 16, 2002. A copy of the press release is filed as Exhibit 99.1 and incorporated herein by reference.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

         (a)  FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. Not applicable.

         (b)  PRO FORMA FINANCIAL INFORMATION. Not applicable.

         (c)  EXHIBITS.

Exhibit No.

Description

99.1

Press release of the Registrant, dated July 11, 2002, announcing that it expects revenue for the second quarter ended June 30, 2002 to be below the low end of its previous guidance and announcing additional information regarding its operations. The Registrant also announced that it will effect a one-for-fourteen reverse split of the Registrant’s outstanding Common Stock effective on July 15, 2002. A copy of the press release is filed as Exhibit 99.1 and incorporated herein by reference.

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.
July 12, 2002	By:  /s/ Mary E. Doyle
	Mary E. Doyle
	General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.

Description

99.1

Press release of the Registrant, dated July 11, 2002, announcing that it expects revenue for the second quarter ended June 30, 2002 to be below the low end of its previous guidance and announcing additional information regarding its operations. The Registrant also announced that it will effect a one-for-fourteen reverse split of the Registrant’s outstanding Common Stock effective on July 15, 2002. A copy of the press release is filed as Exhibit 99.1 and incorporated herein by reference.

EX-99.1 3 f82940exv99w1.txt EXHIBIT 99.1 Exhibit 99.1 Leslie Green Stapleton Communications 650.470.0200 ir@generalmagic.com General Magic Announces Preliminary Q202 Results Company Accelerates Partnership Strategy; Reduces Headcount, Expenses; Shareholders Approve Reverse Split SUNNYVALE, Calif. (July 11, 2002) - General Magic, Inc. (Nasdaq: GMGC) today announced that it expects revenue for the second quarter ended June 30, 2002 to be approximately $2.1 million, below the low end of its previous guidance of $2.8 million. The shortfall was due primarily to difficult market conditions and tight controls on IT spending, resulting in a more complex decision process and longer sales cycles. The company expects its cash usage to be $5.5 million, within its previous guidance of $5.0 million to $5.5 million. ACCELERATING PARTNERSHIP STRATEGY "In the current environment, spending decisions for enterprise software require executive approvals from multiple stakeholders within the enterprise, thus lengthening the decision process," said Kathie Layton, president and CEO. "This requires that we have multiple touch points with our existing and target customers, demanding significant sales efforts. We are accelerating our partnering strategy to enable General Magic to leverage our partners' sales forces, provide a more complete solution to our prospective customers and expedite their decision process." -more- General Magic Announces Preliminary Q202 Results/-2 COST-REDUCTION MEASURES The company also announced that it is taking significant actions to lower its costs, including a reduction in headcount by approximately 20 percent by July 31, 2002. The headcount reduction, which primarily reflects a downsizing in G&A staff as well as the acceleration of the company's partnership strategy, is expected to result in a savings of approximately $2.7 million per year. In addition, Kathleen Layton, the company's president and CEO, is taking a salary reduction of 20 percent and senior management will forfeit accrued cash compensation. These two actions are expected to save approximately $470,000. REVERSE SPLIT APPROVED BY SHAREHOLDERS The company's shareholders have approved an amendment to the company's Certificate of Incorporation allowing a reverse split of its common stock. The reverse split, to be a ratio of one-for-fourteen, will be effective as of the close of business on Monday, July 15, 2002 and the company's common stock will begin trading under the split adjustment when the market opens Tuesday, July 16, 2002. The company's common stock will trade on the Nasdaq Small Cap Market under the symbol: GMGC. JULY 31 CONFERENCE CALL INFORMATION General Magic will be releasing its full results for the second quarter of 2002 on Wednesday, July 31, 2002 after market close. A conference call will be held at 1:30 p.m. PDT that day. The live call-in telephone number is 415-228-4943, passcode "General Magic." A replay will be available by calling 402-998-1283. A webcast of the call will be available through the investor relations portion of the company's website at www.generalmagic.com. General Magic Announces Preliminary Q202 Results/-3 ABOUT GENERAL MAGIC General Magic is a leading voice infrastructure software company that provides enterprise-class software and supporting voice dialog design and hosting services that enable companies to quickly and efficiently provide anytime, anywhere access to information and services over the telephone. General Magic's VoiceXML & J2EE(TM)-based solutions enable enterprises to easily integrate voice access into enterprise applications using a broad selection of speech recognition technologies and telephony interfaces. These solutions make voice a strategic tool in helping businesses improve the customer experience, reduce transaction costs, and provide high quality, voice branded access to content and services. General Magic is headquartered in Sunnyvale, Calif. For additional information, visit www.generalmagic.com. General Magic notes that this press release contains forward-looking statements that speak only as of the date hereof, and involve known and unknown risks, uncertainties and other factors that may cause industry trends, or actual results, performance or achievement to be materially different from any future trends, results, performance or achievements expressed or implied by these statements. These include, among others, risks and uncertainties concerning the adequacy of the company's financial resources to execute its business plan and to support its continuing operations; the company's dependence on a single customer under contracts that may not be renewed; market acceptance of the company's voice application products and services; the ability of the company to establish and maintain relationships with businesses that have high volume customer interactions, and to establish alliances with companies that offer technology solutions for such businesses; the risk that the company's stock may be delisted from the Nasdaq SmallCap Market; the company's ability to generate sufficient revenues from its products and services to operate profitably; the company's ability to attract, retain and motivate key technical, sales, marketing and management personnel; the challenges inherent in the development, delivery and implementation of complex technologies; and the company's ability to respond effectively to competitive developments. These and other risks and uncertainties are detailed in General Magic's filings made with the Securities and Exchange Commission on Forms 10-K, 10-Q and 8-K. General Magic and magicTalk are trademarks of General Magic, Inc., which may be registered in some jurisdictions. # # # -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

                                                                    Exhibit 99.1



Leslie Green
Stapleton Communications
650.470.0200
ir@generalmagic.com

                General Magic Announces Preliminary Q202 Results
     Company Accelerates Partnership Strategy; Reduces Headcount, Expenses;
                       Shareholders Approve Reverse Split

SUNNYVALE, Calif. (July 11, 2002) - General Magic, Inc. (Nasdaq: GMGC) today
announced that it expects revenue for the second quarter ended June 30, 2002 to
be approximately $2.1 million, below the low end of its previous guidance of
$2.8 million. The shortfall was due primarily to difficult market conditions and
tight controls on IT spending, resulting in a more complex decision process and
longer sales cycles. The company expects its cash usage to be $5.5 million,
within its previous guidance of $5.0 million to $5.5 million.

ACCELERATING PARTNERSHIP STRATEGY

"In the current environment, spending decisions for enterprise software require
executive approvals from multiple stakeholders within the enterprise, thus
lengthening the decision process," said Kathie Layton, president and CEO. "This
requires that we have multiple touch points with our existing and target
customers, demanding significant sales efforts. We are accelerating our
partnering strategy to enable General Magic to leverage our partners' sales
forces, provide a more complete solution to our prospective customers and
expedite their decision process."


                                     -more-

                             General Magic Announces Preliminary Q202 Results/-2


COST-REDUCTION MEASURES

The company also announced that it is taking significant actions to lower its
costs, including a reduction in headcount by approximately 20 percent by July
31, 2002. The headcount reduction, which primarily reflects a downsizing in G&A
staff as well as the acceleration of the company's partnership strategy, is
expected to result in a savings of approximately $2.7 million per year. In
addition, Kathleen Layton, the company's president and CEO, is taking a salary
reduction of 20 percent and senior management will forfeit accrued cash
compensation. These two actions are expected to save approximately $470,000.

REVERSE SPLIT APPROVED BY SHAREHOLDERS

The company's shareholders have approved an amendment to the company's
Certificate of Incorporation allowing a reverse split of its common stock. The
reverse split, to be a ratio of one-for-fourteen, will be effective as of the
close of business on Monday, July 15, 2002 and the company's common stock will
begin trading under the split adjustment when the market opens Tuesday, July 16,
2002. The company's common stock will trade on the Nasdaq Small Cap Market under
the symbol: GMGC.

JULY 31 CONFERENCE CALL INFORMATION

General Magic will be releasing its full results for the second quarter of 2002
on Wednesday, July 31, 2002 after market close. A conference call will be held
at 1:30 p.m. PDT that day. The live call-in telephone number is 415-228-4943,
passcode "General Magic." A replay will be available by calling 402-998-1283. A
webcast of the call will be available through the investor relations portion of
the company's website at www.generalmagic.com.

                             General Magic Announces Preliminary Q202 Results/-3


ABOUT GENERAL MAGIC

General Magic is a leading voice infrastructure software company that provides
enterprise-class software and supporting voice dialog design and hosting
services that enable companies to quickly and efficiently provide anytime,
anywhere access to information and services over the telephone. General Magic's
VoiceXML & J2EE(TM)-based solutions enable enterprises to easily integrate voice
access into enterprise applications using a broad selection of speech
recognition technologies and telephony interfaces. These solutions make voice a
strategic tool in helping businesses improve the customer experience, reduce
transaction costs, and provide high quality, voice branded access to content and
services. General Magic is headquartered in Sunnyvale, Calif. For additional
information, visit www.generalmagic.com.

General Magic notes that this press release contains forward-looking statements
that speak only as of the date hereof, and involve known and unknown risks,
uncertainties and other factors that may cause industry trends, or actual
results, performance or achievement to be materially different from any future
trends, results, performance or achievements expressed or implied by these
statements. These include, among others, risks and uncertainties concerning the
adequacy of the company's financial resources to execute its business plan and
to support its continuing operations; the company's dependence on a single
customer under contracts that may not be renewed; market acceptance of the
company's voice application products and services; the ability of the company to
establish and maintain relationships with businesses that have high volume
customer interactions, and to establish alliances with companies that offer
technology solutions for such businesses; the risk that the company's stock may
be delisted from the Nasdaq SmallCap Market; the company's ability to generate
sufficient revenues from its products and services to operate profitably; the
company's ability to attract, retain and motivate key technical, sales,
marketing and management personnel; the challenges inherent in the development,
delivery and implementation of complex technologies; and the company's ability
to respond effectively to competitive developments. These and other risks and
uncertainties are detailed in General Magic's filings made with the Securities
and Exchange Commission on Forms 10-K, 10-Q and 8-K.

General Magic and magicTalk are trademarks of General Magic, Inc., which may be
registered in some jurisdictions.


                                      # # #