<PAGE>
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) July 10, 1998
GEMSTAR INTERNATIONAL GROUP LIMITED
------------------------------------------------------------------------
(Exact name of registrant as specified in charter)
BRITISH VIRGIN ISLANDS 0-26878 N/A
------------------------------------------------------------------------
(State or other (Commission (I.R.S. employer
jurisdiction of file number) identification
incorporation) number)
135 NORTH LOS ROBLES AVENUE, SUITE 800, PASADENA, CALIFORNIA
------------------------------------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code:
(626) 792-5700
--------------
------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS
- ------- ------------
ADOPTION OF SHAREHOLDER RIGHTS PLAN. On July 10, 1998, the Board of
Directors of Gemstar International Group Limited (the "Company") declared a
dividend of one preference share purchase right (a "Right") for each outstanding
share of Ordinary Shares, par value $0.01 per share (the "Common Shares"), of
the Company. The dividend is payable on the later of (i) July 10, 1998, or (ii)
such date as permitted by the Nasdaq Stock Market (the "Record Date") to the
stockholders of record on that date. Each Right entitles the registered holder
to purchase from the Company one one-hundredth of a share of Series A Junior
Participating Preference Shares, par value $0.01 per share (the "Preferred
Shares"), of the Company at a price of $225.00 per one one-hundredth of a
Preferred Share (the "Purchase Price"), subject to adjustment. The description
and terms of the Rights are set forth in a Rights Agreement (the "Rights
Agreement") between the Company and American Stock Transfer & Trust Company, as
Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) 10 days following a public announcement
that a person or group of affiliated or associated persons, other than the
except person (an "Acquiring Person") have acquired beneficial ownership of 15%
or more of the outstanding Common Shares or (ii) 10 business days (or such later
date as may be determined by action of the Board of Directors prior to such time
as any person or group of affiliated persons becomes an Acquiring Person)
following the commencement of, or announcement of an intention to make, a tender
offer or exchange offer the consummation of which would result in the
beneficial ownership by a person or group of 15% or more of the outstanding
Common Shares (the earlier of such dates being called the "Distribution Date"),
the Rights will be evidenced, with respect to any of the Common Share
certificates outstanding as of the Record Date, by such Common Share certificate
with a copy of this Summary of Rights attached thereto. Mr. Thomas Lau, a
director and current holder of approximately 23.9% (on a fully diluted basis) of
the currently outstanding Common Shares of the Company, is exempt from the
definition of Acquiring Person unless he (or his affiliates or associates)
acquires additional Common Shares after the date of adoption of the Rights
Agreement.
The Rights Agreement provides that, until the Distribution Date (or
earlier redemption or expiration of the Rights), the Rights will be transferred
with and only with the Common Shares. Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Share certificates issued
after the Record Date upon transfer or new issuance of Common Shares will
contain a notation incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the Rights), the
surrender for transfer of any certificates for Common Shares outstanding as of
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the Record Date, even without such notation or a copy of this Summary of Rights
being attached thereto, will also constitute the transfer of the Rights
associated with the Common Shares represented by such certificate. As soon as
practicable following the Distribution Date, separate certificates evidencing
the Rights ("Right Certificates") will be mailed to holders of record of the
Common Shares as of the close of business on the Distribution Date and such
separate Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on July 10, 2008 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed or
exchanged by the Company, in each case, as described below.
The Purchase Price payable, and the number of Preferred Shares or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights
or warrants to subscribe for or purchase Preferred Shares at a price, or
securities convertible into Preferred Shares with a conversion price, less than
the then-current market price of the Preferred Shares or (iii) upon the
distribution to holders of the Preferred Shares of evidences of indebtedness or
assets (excluding regular periodic cash dividends paid out of earnings or
retained earnings or dividends payable in Preferred Shares) or of subscription
rights or warrants (other than those referred to above).
The number of outstanding Rights and the number of one one-hundredths of a
Preferred Share issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled to a minimum preferential
quarterly dividend payment of $1 per share but will be entitled to an aggregate
dividend of 100 times the dividend declared per Common Share. In the event of
liquidation, the holders of the Preferred Shares will be entitled to a minimum
preferential liquidation payment of $100 per share but will be entitled to an
aggregate payment of 100 times the payment made per Common Share. Each
Preferred Share will have 100 votes, voting together with the Common Shares.
Finally, in the event of any merger, consolidation or other transaction in which
Common Shares are exchanged, each Preferred Share will be entitled to receive
100 times the amount received per Common
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Share. These rights are protected by customary antidilution provisions.
Because of the nature of the Preferred Shares' dividend, liquidation and
voting rights, the value of the one one-hundredth interest in a Preferred Share
purchasable upon exercise of each Right should approximate the value of one
Common Share.
In the event that the Company is acquired in a merger or other business
combination transaction or 50% or more of its consolidated assets or earning
power are sold after a person or group has become an Acquiring Person, proper
provision will be made so that each holder of a Right will thereafter have the
right to receive, upon the exercise thereof at the then current exercise price
of the Right, that number of shares of common stock of the acquiring company
which at the time of such transaction will have a market value of two times the
exercise price of the Right. In the event that any person or group of
affiliated or associated persons becomes an Acquiring Person, proper provision
shall be made so that each holder of a Right, other than Rights beneficially
owned by the Acquiring Person (which will thereafter be void), will thereafter
have the right to receive upon exercise that number of Common Shares having a
market value of two times the exercise price of the Right.
At any time after any person or group becomes an Acquiring Person and prior
to the acquisition by such person or group of 50% or more of the outstanding
Common Shares, the Board of Directors of the Company may exchange the Rights
(other than Rights owned by such person or group which will have become void),
in whole or in part, at an exchange ratio of one Common Share, or one
one-hundredth of a Preferred Share (or of a share of a class or series of the
Company's preferred stock having equivalent rights, preferences and
privileges), per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Preferred Shares will be issued (other than
fractions which are integral multiples of one one-hundredth of a Preferred
Share, which may, at the election of the Company, be evidenced by depositary
receipts) and in lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Shares on the last trading day prior to the date
of exercise.
At any time prior to the acquisition by a person or group of affiliated or
associated persons of beneficial ownership of 15% or more of the outstanding
Common Shares, the Board of Directors of the Company may redeem the Rights in
whole, but not in part, at a price of $.01 per Right (the "Redemption Price").
The Redemption of the Rights may be made effective at such time
4
<PAGE>
on such basis with such conditions as the Board of Directors in its sole
discretion may establish. Immediately upon any redemption of the Rights, the
right to exercise the Rights will terminate and the only right of the holders
of Rights will be to receive the Redemption Price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated
July 13, 1998. A copy of the Rights Agreement is available free of charge from
the Company. This summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights Agreement,
which is hereby incorporated herein by reference.
AMENDMENTS TO AMENDED AND RESTATED ARTICLES OF ASSOCIATION AND AMENDED
AND RESTATED MEMORANDUM OF ASSOCIATION. On July 10, 1998, the Board of Directors
amended the Amended and Restated Articles of Association (i) to provide that
only such business as has been properly brought before an annual meeting of
members of the Company may be considered at such a meeting; (ii) to provide that
only persons who are properly nominated shall be eligible for election as
directors and that the minimum number of directors shall be three and the
maximum number shall be ten; (iii) to provide that any action to be taken by
members must be effected at a duly called annual or special meeting of such
members and may not be effected by any consent in writing by such members; (iv)
to require special votes of the members to approve certain mergers,
consolidations, sales of assets and other transactions; and (v) to provide that
the foregoing amendments to the Amended and Restated Articles of Association may
be amended only by the members, upon an affirmative vote of not less than 66
2/3% of the outstanding shares entitled to vote thereon.
A copy of the amendments to the Amended and Restated Articles of
Association and Amended and Restated Memorandum of Association is filed with the
Securities and Exchange Commission as Exhibit 1.1 to this Form 8-K. This summary
description of the amendments does not purport to be complete and is qualified
in its entirety by reference to the amendments, which is hereby incorporated
herein by reference.
ITEM 7. EXHIBITS
- ------- --------
Reference is made to the EXhibit Index annexed hereto and made a part
hereof.
5
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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 thereunto duly authorized.
GEMSTAR INTERNATIONAL GROUP LIMITED
Date: July 13, 1998 By: /s/ Larry Goldberg
--------------------------------
Name: Larry Goldberg
Title: Secretary
6
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. NAME OF ITEM
- ----------- ------------
<S> <C>
1.1 Certificate of Director of Gemstar
International Group Limited and
attached Resolutions of the Board of
Directors setting forth amendments to
the Amended and Restated Articles of
Association and Amended and Restated
Memorandum of Association
4.1 Rights Agreement, dated as of July 10,
1998, between Gemstar International
Group Limited and American Stock
Transfer & Trust Company, as Rights
Agent including as Exhibit A thereto the
amendments to Gemstar International Group
Limited's Amended and Restated Memorandum
of Association designating the Junior
Participating Preference Shares
(incorporated by reference to Exhibit
2 to the Registration Statement on
Form 8-A dated July 13, 1998 filed with
the Securities and Exchange Commission
by Gemstar International Group Limited
(the "Form 8-A")).
20.1 Press Release, dated July 12, 1998.
20.2 Form of Summary of Rights to be sent
to holders of ordinary shares of Gemstar
International Group Limited (incorporated
by reference to Exhibit 3 to the Form 8-A).
</TABLE>
7
<PAGE>
EXHIBIT 1.1
CERTIFICATE OF DIRECTOR
OF
GEMSTAR INTERNATIONAL GROUP LIMITED
A BRITISH VIRGIN ISLANDS CORPORATION
I, Larry Goldberg, a member of the Board of Directors of Gemstar
International Group Limited, a British Virgin Islands corporation (this
"Corporation"), hereby certify to HWR Services Limited that attached hereto is a
true, correct and complete copy of resolutions duly adopted by the Board of
Directors of this Corporation at a Special Meeting held on July 10, 1998. The
attached resolutions amend (i) Regulation 1, Regulation 38, Regulation 40,
Regulation 57 and Regulation 59 of the Amended and Restated Articles of
Association of this Corporation, and (ii) Clause 15 of the Amended and Restated
Memorandum of Association of this Corporation.
IN WITNESS WHEREOF, the undersigned has executed this Certificate as
of July 10, 1998.
/s/ Larry Goldberg
______________________________
Larry Goldberg
Director
<PAGE>
RESOLUTIONS OF THE
BOARD OF DIRECTORS OF
GEMSTAR INTERNATIONAL GROUP LIMITED,
A BRITISH VIRGIN ISLANDS CORPORATION
JULY 10, 1998
AMENDMENTS TO ARTICLES AND MEMORANDUM
- -------------------------------------
WHEREAS, it is deemed to be desirable and in the best interests of Gemstar
International Group Limited (this "Corporation") and it Members to amend the
Amended and Restated Articles of Association of this Corporation (the
"Articles") to provide that only such business as has been properly brought
before an annual meeting of Members of this Corporation may be considered at
such a meeting;
WHEREAS, it is deemed to be desirable and in the best interests of this
Corporation and its Members to amend the Articles of this Corporation to provide
that only persons who are properly nominated shall be eligible for election as
Directors and that the minimum number of directors shall be three and the
maximum number shall be ten;
WHEREAS, it is deemed to be desirable and in the best interests of this
Corporation and its Members to amend the Articles of this Corporation to provide
that any action required or permitted to be taken by the Members of this
Corporation must be effected at a duly called annual or special meeting of such
Members and may not be effected by any consent in writing by such members;
WHEREAS, it is deemed to be desirable and in the best interests of this
Corporation and its Members to amend the Articles of this Corporation to require
special votes of the Members of this Corporation to approve certain mergers,
consolidations, sales of assets and other transactions;
WHEREAS, it is deemed to be desirable and in the best interests of this
Corporation and its Members to amend the Amended and Restated Memorandum of
Association of this Corporation (the "Memorandum") to provide that the foregoing
amendments to the Articles may be amended only by the Members, upon an
affirmative vote of not less than 66 percent of the outstanding shares entitled
to vote thereon.
NOW, THEREFORE, BE IT RESOLVED, that Regulation 38 of the Articles be
amended and restated to read in full as follows:
38. The directors of the Company shall convene an annual meeting of the
Members of the Company for the election of directors and such other
matters as the directors of the Company shall propose for
consideration. In addition, by Resolution of Directors, the Company
may convene such other meetings of the Members of the
<PAGE>
Company at such times as the directors shall consider necessary or
desirable. Any meeting of the Members may be held at such times and
in such manner within or outside the British Virgin Islands as the
directors may determine.
At the annual meeting of the Members, only such business shall be
conducted as shall have been properly brought before the meeting. To
be properly brought before an annual meeting, business must be: (a)
specified in the notice of meeting (or any supplement thereto) given
by or at the direction of the board of directors, (b) otherwise
properly brought before the meeting by or at the direction of the
board of directors, or (c) otherwise properly brought before the
meeting by a Member. For business to be properly brought before an
annual meeting by a Member, the Member must have given timely notice
thereof in writing to the Secretary of the Company. To be timely, a
Member's notice must be delivered to or mailed and received at the
principal executive offices of the Company, not less than 60 days nor
more than 90 days prior to the meeting; provided, however, that in the
event that less than 70 days' notice or prior public disclosure of the
date of the meeting is given or made to Members, notice by the Member
to be timely must be so received not later than the close of business
on the 10th day following the day on which such notice of the date of
the annual meeting was mailed or such public disclosure was made. A
Member's notice to the Secretary shall set forth as to each matter the
Member proposes to bring before the annual meeting: (a) a brief
description of the business desired to be brought before the annual
meeting and the reasons for conducting such business at the annual
meeting, (b) the name and address, as they appear on the Company's
books, of the Member proposing such business, (c) the class and number
of shares of the Company which are beneficially owned by the Member,
and (d) any material interest of the Member in such business. Not
withstanding anything in these Articles or the Memorandum to the
contrary, no business shall be con ducted at any annual meeting except
in accordance with the procedures set forth in this Regulation 38.
The Chairman of the annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly
brought before the meeting and in accordance with the provisions of
this Regulation 38, and if he should so determine, he shall so declare
to the meeting and any such business not properly brought before the
meeting shall not be transacted, and if purported to be transacted
shall be void.
2
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At each annual meeting of Members, the Members shall elect directors
to hold office until the next annual meeting, in accordance with the
provisions of Regulation 58 of these Articles. Each director shall
hold office until the expiration of the term for which he is elected
and until his successor has been elected and qualified, or until his
prior resignation or removal.
Only persons who are nominated in accordance with the procedures set
forth in this Regulation 38 shall be eligible for election as
directors. Nominations of persons for election to the board of
directors of the Company may be made at a meeting of Members by or at
the direction of the board of directors or by any Member of the
Company entitled to vote for the election of directors at the meeting
who complies with the notice procedures set forth in this Regulation
38. Such nominations, other than those made by or at the direction of
the board of directors, shall be made pursuant to timely notice in
writing to the Secretary of the Company. To be timely, a Member's
notice shall be delivered to or mailed and received at the principal
executive offices of the Company not less than 60 days nor more than
90 days prior to the meeting; provided, however, that in the event
that less than 70 days' notice or prior public disclosure of the date
of the meeting is given or made to Members, notice by the Member to be
timely must be so received not later than the close of business on the
10th day following the day on which such notice of the date of the
meeting was mailed or such public disclosure was made. Such Member's
notice shall set forth: (a) as to each person whom the Member proposes
to nominate for election or re-election as a director, (i) the name,
age, business address and residence address of such person, (ii) the
principal occupation or employment of such person, (iii) the class and
number of shares of the Company which are beneficially owned by such
person, and (iv) any other information relating to such person that is
required to be disclosed in solicitations of proxies for election of
directors, or is otherwise required, in each case pursuant to
Regulation 14A under the United States Securities Exchange Act of
1934, as amended (including without limitation such persons' written
consent to being named in the proxy statement as a nominee and to
serving as a director if elected); and (b) as to the Member giving the
notice (i) the name and address, as they appear on the Company's
books, of such Member and (ii) the class and number of shares of the
Company which are beneficially owned by such Member. At the request
of the board of directors any person nominated by the board of
directors for election as a
3
<PAGE>
director shall furnish to the Secretary of the Company that
information required to be set forth in a Member's notice of
nomination which pertains to the nominee. No person shall be eligible
for election as a director of the Company unless nominated in
accordance with the procedures set forth in this Regulation 38. The
Chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance
with the procedures prescribed by these Articles, and if he should so
determine, he shall so declare to the meeting and the defective
nomination shall be disregarded.
RESOLVED FURTHER, that Regulation 40 of the Articles be amended and
restated to read in full as follows:
40. The directors shall give not less than thirty days' notice of a
meeting of Members to those Persons whose names on the date the notice
is given appear as Members in the share register of the Company and
are entitled to vote at such meeting.
RESOLVED FURTHER, that Regulation 57 of the Articles be amended to
eliminate the authority of Members to take action by written consent without a
meeting, by amending and restating Regulation 57 to read in full as follows:
57. No action may be taken by the Members of the Company by a resolution
of Members or otherwise, including, without limitation, amendment of
these Articles or of the Memorandum, except at a meeting of the
Members duly called in accordance with these Articles.
RESOLVED FURTHER, that Regulation 59 of the Articles be amended and
restated to read in full as follows:
59. The minimum number of directors shall be three and the maximum ten.
RESOLVED FURTHER, that Regulation 1, the definition of "Resolution of
Members," of the Articles be amended and restated to read in full as follows:
1. "Resolution of Members" shall mean a resolution approved at a duly
convened and constituted meeting of the Members of the Company by the
affirmative vote of (i) a simple majority of the votes of the shares
which were present at the meeting and entitled to vote thereon and
were voted and not abstained, or (ii) a simple majority of the votes
of each class or series of shares which were present at the meeting
and entitled to vote thereon as a class or series and were voted and
not abstained and of a simple majority of the votes of
4
<PAGE>
the remaining shares entitled to vote thereon which were present at
the meeting and were voted and not abstained; provided, however, that
the affirmative vote of not less than 66 percent of the outstanding
shares entitled to vote thereon is required to authorize (a) any
merger or consolidation of the Company with or into any other
corporation or other entity, or (b) any sale, lease exchange or other
disposition of all or any substantial part of the assets of the
Company to or with any other corporation, person or other entity
RESOLVED FURTHER, that Clause 15 of the Memorandum be amended and
restated to read in full as follows:
15. The Company may amend this Memorandum of Association and its Articles
of Association by a Resolution of Members or by a Resolution of
Directors; provided, however, that paragraphs 1 (definition of
"Resolution of Members"), 38, 40, 57, 58, 59, 60 and 61 of the
Articles of Association and this paragraph 15 of this Memorandum of
Association may be amended only by the Members, upon an affirmative
vote of not less than 66 percent of the outstanding shares entitled
to vote thereon.
5
<PAGE>
EXHIBIT 20.1
SUNDAY JULY 12, 3:54 PM EASTERN TIME
COMPANY PRESS RELEASE
GEMSTAR ADOPTS SHAREHOLDER RIGHTS PLAN AND AMENDMENTS TO ARTICLES AND MEMORANDUM
OF ASSOCIATION
PASADENA, Calif.--(BUSINESS WIRE)--July 12, 1998--Gemstar International Group
Limited (NASDAQ:GMSTF - news) announced today that its board of directors had
adopted a shareholder rights plan and a series of amendments to its Articles and
Memorandum of Association. The board of directors declared a dividend of one
preferred share purchase right (a "Right") for each outstanding share of
Ordinary Shares, par value $0.01 per share (the "Common Shares"), of the
Company.
Dr. Henry Yuen, Gemstar's President and Chief Executive Officer, said, "The
Board took these actions taking into account the Company's stage of business
development and the unsolicited offer from United Video in order to protect the
interest of all of its shareholders."
Separately Gemstar stated that while it is not for sale, its Board, with the
advice and counsel of its advisors, is evaluating the unsolicited proposal made
public by United Video.
Gemstar's board of directors is being advised by the investment banking firm of
Lazard Freres & Co., LLC and the law firms of Sullivan and Cromwell and
O'Melveny & Myers.
About Gemstar
Gemstar's first interactive program guide TV Guide Plus+ has been incorporated
into JVC, Philips (Magnavox), RCA, Proscan, and Mitsubishi televisions.
Gemstar's new Guide Plus+ Gold, which has improved user interface and
functionality, is expected to be initially introduced by RCA, Proscan and Sony,
to be followed by other brands shortly. The new Guide Plus+ Gold integrates the
current television program seamlessly with the program guide in an integrated
video window, so that the show being watched is never covered up. To record a
show, or to reserve a show for watching (so that the television will tune to the
show automatically), the user simply needs to highlight the selected program and
push one button. The Guide Plus+ Gold service provides a full 48-hour
interactive on-screen TV listing which can be sorted easily by category, such
as movies, sports and children. The listing for the above categories can even be
searched for up to 8 days in advance. One key advantage of Guide Plus+ Gold
data service is that it has no set up charge or monthly charge. Once the
consumer purchases a Guide Plus+ Gold equipped television, VCR or TVCR, he or
she will receive that program listing service free of charges.
Gemstar develops, markets, and licenses proprietary technologies and systems
aimed at making technology user-friendly for consumers. Gemstar's VCR Plus+r
instant programming system is a world standard for VCR programming. VCR Plus+
allows a user to record a television show simply by entering a number - the
PlusCoder number - printed in television program guides worldwide, with a
combined circulation of over 330 million. The VCR Plus+ system has been
licensed to virtually every
<PAGE>
major television and VCR manufacturer and is available in 39 countries including
the United States, and Canada, United Kingdom, Continental Europe, Japan,
Southeast Asia, Australia, New Zealand, South America and South Africa.
Gemstar is a leading provider of interactive program guide services, technology
and intellectual property. In the United States, data for Gemstar's interactive
program guide services are carried on the ABC, FOX, CBS, NBC, UPN and PBS
networks and by more than 500 over-the-air broadcast stations and on number of
cable systems. Gemstar's technology has been built into a number of models of
new televisions, VCRs and TVCR combination units. Gemstar also licenses its
technology or intellectual property to cable, telco, satellite and MMDS service
providers. Gemstar guide technology is licensed to or integrated into direct
broadcast satellite receivers, digital and advanced analog cable set-top boxes,
PCTV and other Internet devices.
Gemstar's technology and intellectual property are licensed to major companies
in the consumer electronics, satellite, cable and personal computer industries,
including Aiwa, Akai, Cox Communications, Daewoo, Funai, GTE Communication
Systems, Hitachi, Hughes Network Systems, JVC, LG Electronics (Goldstar),
Matsushita (Panasonic and Quasar), MediaOne, Microsoft Corporation [Nasdaq:MSFT
- - news], Mitsubishi, Orion, Philips (Magnavox and Philips), Samsung, Sanyo,
Scientific-Atlanta, Sharp, Shintom, Sony, Southern New England Telephone,
Thomson Consumer Electronics (GE, Proscan, RCA), Time Warner, Toshiba, Uniden
and Zenith. Gemstar has 43 issued U.S. patents in the general area of
audio-visual technologies with over 1,000 claims and 19 foreign patents with
over 1,000 claims. The Company continues to pursue a worldwide patent
prosecution program and has over 120 pending U.S. patent applications and over
150 pending foreign patent applications.
Except for historical information contained here, the matters discussed in this
news release contain forward-looking statements which involve risks
and uncertainties, including the timely availability and acceptance of new
products, the impact of competitive products and pricing, the management of
growth, and the other risks detailed from time to time in the Company's SEC
reports, including the report on Form 10-K for the year ended March 31, 1998.
EDITORS: VCR Plus+ and PlusCode are registered trademarks of Gemstar Development
Corporation. TV Guide is a registered trademark of TV Guide Financial, Inc.
GUIDE Plus+ is a trademark of Gemstar Development Corporation. StarSight is a
registered trademark of StarSight Telecast, Inc. Other product names used herein
are for identification purposes only and may be trademarks of their respective
companies.
