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 of 1934
----------------------
Date of Report (Date of earliest event reported): January 22, 1999
General Instrument Corporation
(Exact name of registrant as specified in its charter)
Delaware 001-12925 36-4134221
(State of incorporation) (Commission File Number) (IRS Employer
Identification No.)
101 Tournament Drive, Horsham, Pennsylvania 19044
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (215) 323-1000
<PAGE>
Item 5. OTHER EVENTS
On January 22, 1999, General Instrument Corporation (the
"Company") sold to Sony Corporation of America, a New York corporation
("Sony"), 7,500,000 shares (the "Shares") of the Company's common stock,
par value $.01 per share, for an aggregate cash purchase price of
$187,500,000 pursuant to the Stock Purchase Agreement, dated as of November
30, 1998, by and between the Company and Sony. Attached hereto as Exhibit
99 and incorporated herein by reference is the press release issued in
connection therewith.
The Shares were not registered under the Securities Act of 1933,
as amended (the "Securities Act"), pursuant to the exemption set forth in
Section 4(2) of the Securities Act.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
(c) Exhibits
Exhibit 99 Press Release, dated January 26, 1999, issued
by General Instrument Corporation.
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 INSTRUMENT CORPORATION
(Registrant)
By:/s/ Robert A. Scott
---------------------------
Robert A. Scott
Senior Vice President,
General Counsel and Secretary
Date: January 28, 1999
FOR IMMEDIATE RELEASE
MEDIA CONTACT: Sharon Corbitt
Director, Communications
215-323-1873
[email protected]
INVESTOR CONTACT: Dario Santana
VP, Investor Relations
215-323-1617
[email protected]
SONY COMPLETES INVESTMENT IN GENERAL INSTRUMENT
Purchase of 7.5 million shares in connection with previously announced
strategic alliance
- ---------------------------------------------------------------------------
HORSHAM, PA. (JANUARY 26, 1999) - General Instrument Corporation (NYSE:GIC)
today announced that Sony Corporation of America, a subsidiary of Sony
Corporation, has completed its purchase of 7.5 million new shares of
General Instrument common stock for an aggregate purchase price of $187.5
million. The purchase of GI's shares by Sony complements the previously
announced strategic alliance between the two companies for the integration
of Sony's home entertainment network technology with General Instrument's
advanced digital set-top terminals and systems. Sony's purchase represents
approximately 4.4% of GI's common stock outstanding as of December 31,
1998.
Under the Joint Development and Licensing Agreement entered into in
December 1998, the two companies agreed to collaborate to enable the use of
Sony's Home Networking Module middleware and Aperios real-time operating
system as a preferred multimedia delivery system using GI's digital cable
set-top terminals.
General Instrument is a leading worldwide provider of integrated and
interactive broadband access solutions, teaming with its business partners
to lead the convergence of the Internet, telecommunications and video
entertainment industries.
Visit General Instrument at our Web Site - http://www.gi.com
###
