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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Gemstar International Group Limited
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(Name of Issuer)
Ordinary Shares
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(Title of Class of Securities)
G3788V 10 6
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(CUSIP Number)
Larry Goldberg
135 North Los Robles Avenue, Suite 800
Pasadena, California 91101
(626) 792-5700
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(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communication)
April 2, 1998
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(Date of Event Which Requires Filing of This Statement)
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If the filing person has previously filed a Statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[_].
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/1/ The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act.
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CUSIP NO. G3788V 10 6 13D Page 2 of 6 Pages
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1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITLES ONLY)
Henry C. Yuen/1/
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
N/A
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
[_]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION;
United States
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NUMBER OF 7. SOLE VOTING POWER
SHARES 6,454,535/2/
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BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY None
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EACH 9. SOLE DISPOSITIVE POWER
REPORTING 6,454,535/2/
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PERSON 10. SHARED DISPOSITIVE POWER
WITH None
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,454,535/2/
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.45%
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14. TYPE OF REPORTING PERSON
IN
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____________________
/1/ Please note that the Reporting Person has previously reported beneficial
ownership of the Issuer's Ordinary Shares on Schedule 13G. In accordance with
Section 13(d) of the Securities and Exchange Act of 1934, as amended, the
Reporting Person is now required to report beneficial ownership of such shares
on Schedule 13D because certain options granted to the Reporting Person as of
January 7, 1998 will become exercisable on May 31, 1998; when such exercisable
options are added to the other options held by the Reporting Person that became
exercisable during the twelve months immediately preceding April 2, 1998 (the
"Date of Event") set forth on the cover of this Schedule 13D, the total
aggregates to more than two percent of the Issuer's Ordinary Shares.
/2/ Reporting person beneficially owns 6,454,535 Ordinary Shares, of which
3,389,545 represent options exercisable within sixty (60) days of the Date of
Event which requires this filing of this Statement.
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Page 3 of 6
ITEM 1. SECURITY AND ISSUER:
(a) TITLE OF THE CLASS OF EQUITY SECURITIES:
Ordinary Shares
(b) NAME OF ISSUER:
Gemstar International Group Limited
(c) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
135 North Los Robles Avenue, Suite 800
Pasadena, California 91101
ITEM 2. IDENTITY AND BACKGROUND:
(a) NAME OF PERSON FILING:
Henry C. Yuen
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
135 North Los Robles Avenue, Suite 800
Pasadena, California 91101
(c) PRINCIPAL OCCUPATION OR EMPLOYMENT:
Chief Executive Officer and member of the Board of Directors of the
Issuer
(d) CRIMINAL PROCEEDINGS:
N/A
(e) CIVIL PROCEEDINGS:
N/A
(f) CITIZENSHIP:
United States
ITEM 3. SOURCE OF FUNDS AND AMOUNT OF FUNDS OR OTHER CONSIDERATION:
The Reporting Person is required to file this Schedule 13D because
certain options granted to the Reporting Person as of January 7,
1998 will become exercisable on May 31, 1998. Accordingly, such
options have not been exercised. Such options were granted to the
Reporting Person by the Issuer pursuant to the Gemstar International
Group Limited 1994 Stock Incentive Plan, as amended.
ITEM 4. PURPOSE OF TRANSACTION:
The Reporting Person is required to file this Schedule 13D because
certain options granted to the Reporting Person as of January 7,
1998 will become exercisable on May 31, 1998.
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Page 4 of 6
(a) ACQUISITION BY ANY PERSON OF ADDITIONAL SECURITIES OF THE ISSUER,
OR THE DISPOSITION OF SECURITIES OF THE ISSUER:
N/A
(b) EXTRAORDINARY CORPORATE TRANSACTION:
N/A
(c) SALE OR TRANSFER OF MATERIAL AMOUNT OF ASSETS OF THE ISSUER OR ITS
SUBSIDIARIES:
N/A
(d) CHANGE IN BOARD OF DIRECTORS OR MANAGEMENT OF THE ISSUER:
N/A
(e) MATERIAL CHANGE IN THE PRESENT CAPITALIZATION OR DIVIDEND POLICY
OF THE ISSUER:
N/A
(f) OTHER MATERIAL CHANGE IN THE ISSUER'S BUSINESS OR CORPORATE
STRUCTURE:
N/A
(g) CHANGES IN THE ISSUER'S CHARTER, BYLAWS OR INSTRUMENTS:
N/A
(h) NATIONAL SECURITIES EXCHANGE:
N/A
(i) TERMINATION OF REGISTRATION PURSUANT TO SECTION 12(g)(4):
N/A
(j) ANY SIMILAR ACTIONS:
N/A
ITEM 5. INTEREST IN SECURITIES OF ISSUER:
(a) AGGREGATE AMOUNT BENEFICIALLY OWNED AND PERCENT OF CLASS:
The Reporting Person beneficially owns 6,454,535 or 12.45% of the
Issuer's Ordinary Shares, of which 3,389,545 represent options
exercisable within sixty (60) days of the Date of Event.
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Page 5 of 6
(b) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) Sole power to vote or to direct the vote: 6,454,535*
(ii) Shared power to vote or to direct the vote: None
(iii) Sole power to dispose or to direct the disposition of: 6,454,535*
(iv) Shared power to dispose or to direct the disposition of: None
(c) TRANSACTIONS IN THE PREVIOUS 60 DAYS:
As of January 7, 1998, the Reporting Person was granted options to
acquire 4,162,725 Ordinary Shares, 832,545 of which are exercisable on
May 31, 1998, which is within sixty (60) days of the Date of the Event
which requires the filing of this Statement. The options were granted
pursuant to the Gemstar International Group Limited 1994 Stock
Incentive Plan, as amended.
(d) ANY OTHER PERSON KNOWN TO HAVE THE RIGHT TO RECEIVE OR THE POWER TO
DIRECT DIVIDENDS
N/A
(e) DATE ON WHICH THE REPORTING PERSON CEASED TO BE A BENEFICIAL OWNER OF
MORE THAN FIVE PER CENT OF THE CLASS OF SECURITIES:
N/A
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER:
N/A
ITEM 7. EXHIBITS:
N/A
* Reporting person owns 6,454,535 Ordinary Shares, of which 3,389,545 represent
options currently exercisable with sixty (60) days of the date of this
Statement.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
April 13, 1998
/s/ Henry C. Yuen
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Henry C. Yuen
