EXHIBIT 1.1
STOCK PURCHASE AGREEMENT
This agreement is dated May 7th, 2001 between Xxxx Xxxxxx Capital
Partners Ltd. ("Purchaser"), and General Magic, Inc. ("Company"), whereby the
parties agree as follows:
The Purchaser shall buy and the Company agrees to sell 1,301,723 shares
("Shares") of the Company's Common Stock at a price of $1.00 per share. The
Shares have been registered on a Form S-3, File No. 333-79857, which
registration statement has been declared effective by the Securities and
Exchange Commission. The Shares, when delivered will be free of restrictive
legends and will be free of any resale restrictions. The Company shall
deliver a prospectus supplement on Form 424(b)(2) regarding the sale of the
Shares prior to funding as a condition to the effectiveness of this
Agreement. Prior to delivery of such prospectus supplement this Agreement
shall be an indication of interest only.
The Purchaser shall wire the purchase amount to the Company to the
account set forth below.
Wire Transfer Instructions:
Citibank
New York, NY
ABA#000000000
For Credit to:
Xxxxxx Xxxxxxx & Co., Inc.
Account #3889-0774
For Further Credit to:
account # 14-78133
Account: General Magic, Inc.
The Company shall cause its transfer agent to transmit the Shares
electronically to the Purchaser by crediting the account set forth below
through the Deposit Withdrawal Agent Commission system.
DWAC instructions:
DTC# [0443]
Account # [6E2-052003]
2
AGREED AND ACCEPTED:
COMPANY: General Magic, Inc.
By: /s/ XXXX XXXXXXXX SVP & CFO
--------------------------------
Name: Xxxx Xxxxxxxx
Title: Senior Vice President / Chief
Financial Officer
PURCHASER: Xxxx Xxxxxx Capital Partners Ltd.
By: /s/ XXXXX XXXX
--------------------------------
Name: Xxxxx Xxxx
Title: Director
