EX-99.1 3 ex991to8k04670_05052003.htm sec document

                                                                   EXHIBIT  99.1


             John Murrary
Contact      +1 (214) 6617480
             john@newcastle-group.com


         GEOWORKS ANNOUNCES INVESTMENT AND BOARD AND MANAGEMENT CHANGES


EMERYVILLE,  Calif., May 1  /PRNewswire-FirstCall/  -- Geoworks Corporation (OTC
Bulletin Board: GWRX - NEWS) announced today that it has sold  approximately 7.4
million newly issued shares of its common stock to Newcastle Partners,  L.P. and
Mark E.  Schwarz,  an affiliate of Newcastle  for  $325,000.  As a result of the
transaction, the purchasers own approximately 25% of the company's common stock.
In conjunction with the investment,  Dave Grannan and Dave Domeier resigned from
the Board and Mr. Schwarz and Steven J. Pully were appointed to fill their Board
seats until the next annual meeting of stockholders.  In addition, the remaining
officers  agreed to step down in connection with the  transaction.  Mr. Schwarz,
currently  Chairman of Newcastle,  has been  appointed to serve as CEO, and John
Murray,  currently  CFO of Newcastle,  has been  appointed to serve as CFO. John
Murray is a C.P.A. and was formerly employed by Ernst and Young, L.L.P.

"On behalf of Geoworks,  I want to thank the two outgoing  board members and the
executive team," said Steve Mitchell,  outgoing President and CEO and an ongoing
board member.  "I am also pleased to welcome Mark E. Schwarz and Steven J. Pully
to the Board."

Mr. Schwarz,  42, has served as the sole general partner of Newcastle,  directly
or through  entities,  which he controls,  since 1993. Mr. Schwarz serves on the
boards of several  public  companies.  Mr.  Pully,  43, is employed by Newcastle
Capital Management,  L.P., and is on the board of one other public company.  Mr.
Pully is also  licensed as an  attorney  and is a C.P.A.  The newly  constituted
board will immediately seek an independent  member to replace Mr. Mitchell prior
to the Company's next annual meeting of stockholders.

About Newcastle

Newcastle  Partners,  L.P. is a  Dallas-based  investment  partnership  that was
formed in 1993.  Newcastle  has  ownership  positions  in  U.S.-based  companies
engaged in a variety of different industries.

About Geoworks

Geoworks  Corporation  was  a  provider  of  leading-edge  software  design  and
engineering  services  to the  mobile and  handheld  device  industry.  Based in
Emeryville,  California,  additional  information about Geoworks can be found on
the World Wide Web at http://www.geoworks.com.

Forward-looking  statements  in this press release are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995. These
forward-looking  statements are subject to various risks and uncertainties  that
could cause actual results to differ materially from historical results or those
anticipated or stated or implied by such forward-looking statements. These risks
and  uncertainties  are described in Geoworks'  filings with the  Securities and
Exchange Commission.


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Source: Geoworks Corporation