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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)
May 8, 1997
GEMSTAR INTERNATIONAL GROUP LIMITED
(Exact name of registrant as specified in its charter)
British Virgin
Islands 0-26878 N/A
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
135 North Los Robles Avenue, Suite 800
Pasadena, California 91101
(Address of principal executive offices) (Zip Code)
(818) 792-5700
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
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The merger (the "Merger") of StarSight Telecast, Inc. ("StarSight"), a
California corporation, with and into G/S Acquisition Subsidiary ("Sub"), a
California corporation and wholly owned subsidiary of Gemstar International
Group Limited (the "Company"), a British Virgin Islands corporation, with
StarSight continuing as the surviving corporation and a wholly owned subsidiary
of the Company, was consummated on May 8, 1997 pursuant to the Agreement and
Plan of Merger, dated as of December 23, 1996, by and among the Company,
StarSight and Sub (the "Merger Agreement").
Upon consummation of the Merger, (i) each share of StarSight's common
stock, no par value ("StarSight Common Stock"), issued and outstanding as of the
time the Merger became effective on May 8, 1997 (the "Effective Time") was
converted into 0.6062 shares (the "Exchange Ratio") of the Company's ordinary
shares, par value $.01 per share ("Ordinary Shares"); no fractional shares of
Gemstar Ordinary Shares were or will be issued in the Merger and in lieu
thereof, a cash payment was or will be made in accordance with the terms of the
Merger Agreement; (ii) each stock option to purchase shares of StarSight's
Common Stock (the "StarSight Stock Options") outstanding immediately prior to
the Effective Time under Starsight's 1989 Stock Incentive Program which had not
been exercised as of the Effective Time in accordance with its terms, was
assumed by the Company such that each StarSight Stock Option is deemed to
constitute an option to acquire, on substantially the same terms and conditions
as were applicable under such StarSight Stock Option, the number, rounded down
to the nearest whole integer, of full shares of Ordinary Shares the holder of
such StarSight Stock Option would have been entitled to receive pursuant to the
Merger had such holder exercised such StarSight Stock Option in full, including
as to unvested shares, immediately prior to the Effective Time, at a price per
share equal to (y) the exercise price per share for the shares of StarSight
Common Stock otherwise purchasable pursuant to such StarSight Stock Option
divided by (z) the Exchange Ratio, with such exercise price per share rounded up
to the nearest whole cent; and (iii) each stock purchase warrant issued by
StarSight to purchase shares of StarSight Common Stock (collectively, the
"StarSight Warrants"), was in accordance with its terms, adjusted (an "Adjusted
Warrant") to become exercisable for, or exchangeable for a new warrant (on
substantially the same terms) that is exercisable for, the number of shares of
Gemstar Ordinary Shares equal to the Warrant Conversion Number (as defined
below). The exercise price of any Adjusted Warrant is an amount equal to the
exercise price of the Warrant related to such Adjusted Warrant as of the date of
the Merger Agreement divided by the Exchange Ratio. The "Warrant Conversion
Number" for any Adjusted Warrant is equal to the number of shares purchasable
pursuant to the StarSight Warrant related to such Adjusted Warrant as of the
date of the Merger Agreement multiplied by the Exchange Ratio.
The Exchange Ratio and other terms of the Merger Agreement were
arrived at through arm's length negotiations between the Company and its
advisers and StarSight and its advisers.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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(a) Financial Statements of StarSight Telecast, Inc. (Business
Acquired).
StarSight's audited balance sheets as of December 31, 1996 and 1995
and the related audited statements of operations, shareholders' equity and cash
flows for the twelve months ended December 31, 1996 and 1995, the six months
ended December 31, 1994 and the twelve months ended June 30, 1994 (collectively,
the "Audited Financial Statements") are incorporated herein by reference to
"Item 8, Financial Statements and Supplementary Data" of Appendix P to the Final
Joint Proxy Statement/Prospectus filed by the Company pursuant to Rule 424(b) of
the Securities Act of 1933, as amended, on April 18, 1997. As of the date of the
filing of this Current Report on Form 8-K, it is impracticable for the Company
to provide the unaudited interim financial statements of StarSight required by
this Item 7(a). Accordingly, in accordance with Item 7(a)(4) of Form 8-K, such
interim financial statements will be filed by amendment to this Form 8-K as soon
as practicable, but in no event later than 60 days after the date on which this
Current Report on Form 8-K must have been filed.
(b) Pro Forma Financial Information.
The pro forma financial information which is based in part upon the
Audited Financial Statements is incorporated herein by reference to the section
entitled "Unaudited Pro Forma Condensed Combined Financial Statements" in the
Final Joint Proxy Statement/Prospectus filed by the Company pursuant to Rule
424(b) of the Securities Act of 1933, as amended, on April 18, 1997. As of the
date of the filing of this Current Report on Form 8-K, it is impracticable for
the Company to provide the interim pro forma financial information required by
this Item 7(b). Accordingly, in accordance with Item 7(b)(2) of Form 8-K, such
interim pro forma financial information will be filed by amendment to this Form
8-K as soon as practicable, but in no event later than 60 days after the date on
which this Current Report on Form 8-K must have been filed.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of December 23, 1996, by
and among the Company, StarSight and Sub (incorporated by
reference to Appendix A to the Final Joint Proxy
Statement/Prospectus filed by the Company pursuant to Rule 424(b)
on April 18, 1997).
23.1 Consent of Deloitte & Touche LLP.
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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.
GEMSTAR INTERNATIONAL GROUP LIMITED
Date: May 22, 1997 By: /s/ LARRY GOLDBERG
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Larry Goldberg
Secretary and Corporate Counsel
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EXHIBIT INDEX
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Exhibit No.
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2.1 Agreement and Plan of Merger, dated as of December 23, 1996, by
and among the Company, StarSight and Sub (incorporated by
reference to Appendix A to the Final Joint Proxy
Statement/Prospectus filed by the Company pursuant to Rule
424(b) on April 18, 1997).
23.1 Consent of Deloitte & Touche LLP.
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Gemstar International Group
Limited's Registration Statement Nos. 333-5304 and 333-6886 on Forms S-8 and No.
333-6790 on Form F-4 of our report dated March 7, 1997 on the balance sheets of
StarSight Telecast, Inc. as of December 31, 1996 and 1995 and the related
statements of operations, shareholders' equity and cash flows for the twelve
months ended December 31, 1996 and 1995, six months ended December 31, 1994, and
twelve months ended June 30, 1994 (which report expresses an unqualified opinion
on such financial statements and includes an explanatory paragraph relating to a
change in accounting for legal costs incurred in connection with patent
infringement litigation effective July 1, 1994), which report and financial
statements are included in the StarSight Telecast, Inc. Form 10-K for the year
ended December 31, 1996 and which are incorporated by reference in this Current
Report on Form 8-K of Gemstar International Group Limited.
/s/ DELOITTE & TOUCHE LLP
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DELOITTE & TOUCHE LLP
San Francisco, California
May 22, 1997
