As filed with the Securities and Exchange Commission on April 29, 1999
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-8 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
Gemstar International Group Limited
(Exact name of registrant as specified in its charter)
___________________
British Virgin Islands N/A
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
135 North Los Robles Avenue, Suite 800
Pasadena, California 91101
(Address of principal executive offices)
___________________
Gemstar International Group Limited 1994 Stock Incentive Plan, as Amended
and Restated
(Full title of the plan)
___________________
Larry Goldberg, Secretary and Corporate Counsel
Gemstar Development Corporation
135 North Los Robles Avenue, Suite 800
Pasadena, California 91101
(Name and address of agent for service)
___________________
Telephone number, including area code, of agent for service: (818) 792-5700
___________________
Copy to:
David A. Krinsky, O'Melveny & Myers LLP
610 Newport Center Drive, Suite 1700
Newport Beach, California 92660
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to be price offering registration
to be registered per unit price fee
registered
Ordinary Shares, 10,900,000(1) $101. 25(2) $1,103,625,000(2) $306,808(2)
$0.1 par shares
value per
share
(1) This Registration Statement covers, in addition
to the number of Ordinary Shares stated above, options and other
rights to purchase or acquire the Ordinary Shares covered by the
Prospectus and, pursuant to Rule 416(c) under the Securities Act
of 1933, as amended (the "Securities Act"), an indeterminate
number of Ordinary Shares which by reason of certain events
specified in the Gemstar International Group Limited 1994 Stock
Incentive Plan, as Amended and Restated (the "Plan") may become
subject to the Plan.
(2) Pursuant to Rule 457(h), the maximum offering
price, per share and in the aggregate, and the registration fee
were calculated based upon the average of the high and low prices
of the Ordinary Shares on April 23, 1999, as reported on the
Nasdaq National Market System and published in the Western Edition
of The Wall Street Journal.
The Exhibit Index for this Registration Statement is at page S-3.
The Prospectus which contains the information required pursuant to Section
10(a) of the Securities Act relates to a registration statement on Form S-8
(File No. 333-5304) under the Securities Act filed with the Commission with
respect to 5,600,000 Ordinary Shares and a registration statement on Form
S-8 (File No. 333-6886) under the Securities Act filed with the Commission
with respect to an additional 3,500,000 Ordinary Shares.
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part
I of Form S-8 (plan information and registrant information) will
be sent or given to employees as specified by Rule 428(b)(1) of
the Securities Act. Such documents need not be filed with the
Securities and Exchange Commission (the "Commission") either as
part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 of the Securities
Act. These documents, which include the statement of
availability required by Item 2 of Form S-8, and the documents
incorporated by reference in this Registration Statement
pursuant to Item 3 of Form S-8 (Part II hereof), taken together,
constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents of Gemstar International Group
Limited (the "Company") filed with the Commission are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the
Company's fiscal year ended March 31, 1998, filed with
the Commission on June 29, 1998, as amended on
November 17, 1998;
(b) The Company's Quarterly Reports on Forms 10-Q for the
quarterly periods ended June 30, 1998, September 30,
1998, and December 31, 1998, filed with the Commission
on August 14, 1998, November 16, 1998, and February
16, 1999, respectively;
(c) The Company's Current Reports on Forms 8-K for event
dates July 10, 1998 and August 18, 1998, filed with
the Commission on July 13, 1998 and August 20, 1998,
respectively; and
(d) The description of the Company's Ordinary Shares
contained in the Company's Registration Statement on
Form F-1 dated April 15, 1996, and any amendment or
report filed for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters
all securities then remaining unsold shall be deemed to be
incorporated by reference into the prospectus and to be a part
hereof from the date of filing of such documents. Any statement
contained herein or in a document, all or a portion of which is
incorporated or deemed to be incorporated by reference herein,
shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except
as so modified or amended, to constitute a part of this
Registration Statement.
Item 4. Description of Securities
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Item 7. Exemption from Registration Claimed
Item 8. Exhibits
See the attached Exhibit Index on page S-3.
Item 9. Undertakings
The information and contents of Registration Statements
Nos. 333-5304 and 333-6886, each on Form S-8, which were
previously filed with the Commission by the Company, are
incorporated herein by this reference. Except for required
opinions, consents, and signature pages and any information
required in this Registration Statement that is not in the above-
mentioned Registration Statements, information required by Part
II to be contained in this Registration Statement is omitted in
accordance with General Instruction E to Form S-8.
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the
City of Pasadena, State of California, on April 20, 1999.
By: /s/ Larry Goldberg
Larry Goldberg,
Secretary and Corporate Counsel
POWER OF ATTORNEY
Each person whose signature appears below constitutes and
appoints Henry C. Yuen, Elsie Ma Leung, and Larry Goldberg, or
either of them individually, his or her true and lawful attorney-
in-fact and agent, with full powers of substitution and
resubstitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Commission,
granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them individually, or
his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Henry C. Yuen Chief Executive April 20, 1999
Henry C. Yuen Officer, President
and Director
(Principal Executive
Officer)
/s/ Elsie Ma Leung Chief Financial April 20, 1999
Elsie Ma Leung Officer and Director
(Principal Financial
and Accounting
Officer)
/s/ Larry Goldberg Secretary, Corporate April 20, 1999
Larry Goldberg Counsel and Director
__________________ Director
Thomas L.H. Lau
/s/ George Carrier Director April 20, 1999
George Carrier
/s/ Teruyuki Toyama Director April 20, 1999
Teruyuki Toyama
/s/ Perry A. Lerner Director April 21, 1999
Perry A. Lerner
/s/ Douglas B. Macrae Director April 20, 1999
Douglas B. Macrae
/s/ James E. Meyer Director April 25, 1999
James E. Meyer
EXHIBIT INDEX
Exhibit
Number Description of Exhibit(1)
4. Gemstar International Group Limited 1994 Stock
Incentive Plan, as Amended and Restated.
5. Opinion of Harney Westwood & Riegels
(opinion re legality).
23.1 Consent of KPMG LLP
(consent of independent auditors).
23.2 Consent of Counsel (included in Exhibit 5).
24. Power of Attorney (included in this
Registration Statement under "Signatures").
_______________________
(1) Each exhibit index and exhibit of Registration Statements
Nos. 333-5304 and 333-6886, which were previously filed with the
Commission by the Company, are incorporated herein by this
reference.
GEMSTAR INTERNATIONAL GROUP LIMITED
1994 STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED
(January 7, 1998)
I. THE PLAN
1.1 Purpose.
The purpose of this Plan is to promote the success
of the Corporation and its Subsidiaries (the "Company") by
providing a means of attracting, rewarding and retaining
individuals who provide services to the Company in various
capacities. It is intended that this purpose be achieved by
extending to employees (including officers) of the
Corporation and its Subsidiaries and certain other Eligible
Persons added long-term incentives for high levels of
performance and unusual efforts designed to improve the
financial performance of the Corporation and its
Subsidiaries through the grant of Options to purchase shares
of its Common Stock and other Awards hereunder. Capitalized
terms are defined in Article V.
1.2 Administration and Authorization; Power and
Procedure.
(a) Committee. This Plan shall be administered
by and all Awards shall be authorized by the Committee.
Action of the Committee with respect to the administration
of this Plan shall be taken pursuant to a majority vote or
by written consent of its members.
(b) Awards; Interpretation; Powers of Committee.
Subject to the express provisions of this Plan, the
Committee shall have the authority:
(i) to determine eligibility and, from among
those persons determined to be Eligible Persons,
those to whom Awards will be granted;
(ii) to grant Awards to Eligible Persons
(provided, however, that any grant to a member of
the Committee shall be subject to ratification by
the Board), determine the price at which
securities will be offered or awarded and the
amount of securities to be offered or awarded to
any of such persons, and determine the other
specific terms and conditions of such Awards
consistent with the express limits of this Plan,
and establish the installments (if any) in which
such Awards shall become exercisable or shall
vest, or determine that no delayed exercisability
or vesting is required, and establish the events
of termination, conversion or reversion of such
Awards;
(iii) to approve the forms of Award Agreements
(which need not be identical either as to type of
Award or among Eligible Persons);
(iv) to construe and interpret this Plan and any
agreements defining the rights and obligations of
the Corporation and Eligible Persons under this
Plan, further define the terms used in this Plan,
and prescribe, amend and rescind rules and
regulations relating to the administration of this
Plan;
(v) to cancel, modify, or waive the Corporation's
rights with respect to, or modify, discontinue,
suspend, or terminate any or all outstanding
Awards held by Eligible Persons, subject to any
required consent under Section 4.6;
(vi) to accelerate the exercisability or the
vesting of any Awards under such circumstances as
the Committee shall determine, including a Change
in Control Event, or to extend the exercisability
or extend the term of any or all such outstanding
Awards within the term limits on Awards under
Section 1.6;
(vii) to determine the circumstances that
constitute a termination of services for purposes
of this Plan; and
(viii) to make all other determinations and take
such other action as contemplated by this Plan or
as may be necessary or advisable for the
administration of this Plan and the effectuation
of its purposes.
(c) Binding Determinations. Any action taken by,
or inaction of, the Corporation, any Subsidiary, the Board
or the Committee relating or pursuant to this Plan shall be
within the absolute discretion of that entity or body and
shall be conclusive and binding upon all persons. No member
of the Board or Committee, or officer of the Corporation or
any Subsidiary, shall be liable for any such action or
inaction of the entity or body, of another person or, except
in circumstances involving bad faith, of himself or herself.
Subject only to compliance with the express provisions
hereof, the Board and Committee may act in their absolute
discretion in matters within their authority related to this
Plan.
(d) Reliance on Experts. In making any
determination or in taking or not taking any action under
this Plan, the Committee or the Board, as the case may be,
may obtain and may rely upon the advice of experts,
including employees of and professional advisors to the
Corporation. No director, officer or agent of the Company
shall be liable for any such action or determination taken
or made or omitted in good faith.
(e) Delegation. The Committee may delegate
ministerial, non-discretionary functions to individuals who
are officers or employees of the Company.
1.3 Participation.
Awards may be granted by the Committee only to
those persons that the Committee determines to be Eligible
Persons. An Eligible Person who has been granted an Award
may, if otherwise eligible, be granted additional Awards if
the Committee shall so determine.
1.4 Shares Available for Awards.
Subject to the provisions of Section 4.2, the
capital stock that may be delivered under this Plan shall be
shares of the Corporation's authorized but unissued Common
Stock and any shares of its Common Stock held as treasury
shares.
(a) Number of Shares; Individual Limit. The
maximum number of shares of Common Stock that may be
delivered pursuant to Awards (including Incentive Stock
Options) granted to Eligible Persons under this Plan shall
not exceed 20,000,000 shares, subject to adjustments
contemplated by Section 4.2. The maximum number of shares
of the Corporation's Common Stock which may be delivered
pursuant to all Options granted during any one-year period
to any individual Eligible Person under this Plan shall not
exceed 10,000,000 shares and the maximum number of shares of
the Corporation's Common Stock which may be delivered
pursuant to all Awards (including Options) granted during
any one-year period to any individual Eligible Person under
this Plan shall not exceed 10,000,000 shares, subject to
adjustments contemplated by Section 4.2.
(b) Calculation of Available Shares and
Replenishment. Shares subject to outstanding Awards shall
be reserved for issuance. If any Option or any right to
acquire Common Stock under or to receive shares in respect
of an Award shall expire or be cancelled or terminated
without having been exercised or paid in full, the
unpurchased, unvested, or undelivered shares subject thereto
shall again be available for the purposes of the Plan,
subject only to any applicable limitations for the
preservation of deductibility under Section 162(m) of the
Code. If the Corporation withholds shares of Common Stock
pursuant to Section 4.5, the number of shares that would
have been deliverable with respect to an Award but that are
withheld may not be issued under this Plan.
1.5 Grant of Awards.
Subject to the express provisions of this Plan,
the Committee shall determine the number of shares of Common
Stock subject to each Award, and the price (if any) to be
paid for the shares or the Award and the other terms of the
Award. Each Award shall be evidenced by an Award Agreement
signed by the Corporation and, if required by the Committee,
by the Eligible Person.
1.6 Award Period.
Any Option shall expire and any other Award shall
either vest or be forfeited not more than ten (10) years
after the date of grant; provided, however, that any
delivery of stock pursuant to an Award may be delayed until
a future date through the award of Stock Units or any other
deferral mechanism if specifically authorized by the
Committee in writing.
1.7 Limitations on Exercise and Vesting of Awards.
(a) Provisions for Exercise. No Award shall be
exercisable or shall vest until at least six months after
the initial Award Date, and once exercisable an Award shall
remain exercisable until the expiration or earlier
termination of the Award, unless the Committee otherwise
provides.
(b) Procedure. Any exercisable Award shall be
deemed to be exercised when the Secretary of the Corporation
receives written notice of such exercise from the
Participant together with any required payment made in
accordance with Section 2.2.
(c) Fractional Shares/Minimum Issue. Fractional
share interests shall be disregarded, but may be
accumulated. The Committee, however, may determine that
cash, other securities, or other property will be paid or
transferred in lieu of any fractional share interests. No
fewer than 50 shares may be purchased on exercise of any
Award at any time unless the number purchased is the total
number at the time available for purchase under the Award.
1.8 Acceptance of Notes to Finance Exercise.
The Corporation may, with the Committee's
approval, accept one or more promissory notes from any
Participant in connection with the exercise, receipt or
vesting of any outstanding Award; provided that any such
note shall be subject to the following terms and conditions:
(a) The principal of the note shall not exceed
the amount required to be paid to the Corporation upon the
exercise, receipt or vesting of one or more Awards under the
Plan and the note shall be delivered directly to the
Corporation in consideration of such exercise, receipt or
vesting.
(b) The initial term of the note shall be
determined by the Committee; provided that the term of the
note, including extensions, shall not exceed a period of ten
(10) years.
(c) The note shall provide for full recourse to
the Participant and shall bear interest at a rate determined
by the Committee but not less than the applicable imputed
interest rate specified by the Code.
(d) If the Participant's services to the Company
terminate, the unpaid principal balance of the note shall
become due and payable on the 10th business day after such
termination unless the Committee otherwise provides;
provided, however, that if a sale of such shares would cause
the Participant to incur liability under Section 16(b) of
the Exchange Act, the unpaid balance shall become due and
payable on the 10th business day after the first day on
which a sale of such shares could have been made without
incurring such liability assuming for these purposes that
there are no other transactions by the Eligible Person
subsequent to such termination.
(e) If required by the Committee or by applicable
law, the note shall be secured by a pledge of any shares or
rights financed thereby in compliance with applicable law.
(f) The authorization, terms, repayment
provisions, and collateral release provisions of the note
and the pledge securing the note shall conform with
applicable laws, including rules and regulations of the
Federal Reserve Board as then in effect.
1.9 No Transferability.
Awards may be exercised only by, and amounts
payable or shares issuable pursuant to an Award shall be
paid only to (or registered only in the name of), the
Participant or, if the Participant has died, the
Participant's Beneficiary or, if the Participant has
suffered a Total Disability, the Participant's Personal
Representative, if any, or if there is none, the
Participant, or (to the extent permitted by applicable law
and the other provisions of this Plan and, if applicable,
Rule 16b-3) to a third party pursuant to such conditions and
procedures as the Committee may establish in the Award
Agreement or by amendment thereto. Other than by will or
the laws of descent and distribution (or pursuant to a QDRO
or other exception to transfer restrictions so authorized by
the Committee and consistent with Rule 16b-3, if applicable,
or, in the case of an Incentive Stock Option, with the
Code), no right or benefit under this Plan or any Award,
shall be transferrable by the Participant or shall be
subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance or charge (other
than to the Corporation) and any such attempted action shall
be void. The Corporation shall disregard any attempt at
transfer, assignment or other alienation prohibited by the
preceding sentences and shall pay or deliver such shares of
Common Stock in accordance with the provisions of this Plan.
The designation of a Beneficiary hereunder shall not
constitute a transfer for these purposes. The restrictions
set forth herein shall not apply to shares actually issued
on exercise of Awards, except to the extent required by
Sections 1.10 and 4.4 or by the Committee in the Award
Agreement.
1.10 Restrictions on Transfer of Shares.
(a) Restrictions. If any Award is exercised or
if shares become payable in respect of an Award at a time
when there is not in effect a current and effective
registration statement with respect to the shares to be
received, the Participant shall become a "Restricted
Stockholder" and the shares acquired upon exercise or
payment of shares in respect of any Award by the Participant
(or, in the event of the Participant's death or Total
Disability, his Beneficiary or Personal Representative, as
applicable) shall be deemed "Restricted Shares". The
Restricted Stockholder and Restricted Shares shall be
subject to the restrictions contemplated by Section 4.4(a).
Any permitted transferee shall agree (at the request of the
Corporation) to the same restrictions on all subsequent
transfers. Each Restricted Stockholder (or his or her
Beneficiary or Personal Representative, as applicable) and
any permitted transferee shall execute and deliver such
representations and further agreements or documents as the
Corporation may reasonably request to enforce restrictions
imposed hereunder and under all applicable securities laws.
(b) Legend. All certificates evidencing shares
subject to the restrictions of this Section 1.10 shall bear
the following legends and/or any other appropriate or
required legends under applicable laws so long as the
transfer of the shares, in the judgment of the Committee,
remains restricted thereunder or hereunder:
"OWNERSHIP OF THIS CERTIFICATE AND THE SHARES
EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST
THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON
TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS
WITH THE COMPANY, INCLUDING RESTRICTIONS ON THE
SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER
DISPOSITION UNDER SECTIONS 1.9, 1.10 and 4.4 OF
THE CORPORATION'S 1994 STOCK OPTION PLAN, AS
AMENDED AND RESTATED, COPIES OF WHICH ARE
AVAILABLE FOR REVIEW AT THE OFFICE OF THE
SECRETARY OF THE CORPORATION."
"THESE SECURITIES HAVE NOT BEEN REGISTERED OR
QUALIFIED UNDER THE SECURITIES ACT OF 1933 OR ANY
STATE SECURITIES LAWS. NEITHER THESE SECURITIES
NOR ANY INTEREST THEREIN MAY BE SOLD, OFFERED FOR
SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION AND QUALIFICATION UNDER
SUCH LAWS AND AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE CORPORATION THAT SUCH
REGISTRATION OR QUALIFICATION ARE NOT REQUIRED."
II. OPTIONS.
2.1 Grants.
One or more Options may be granted under this
Article to any Eligible Person, subject to Section 1.4.
Each Option granted may be either an Option intended to
be an Incentive Stock Option (if the optionee is
eligible for such an award under the Code), or not so
intended, and such intent shall be indicated in the
applicable Award Agreement. Each Option shall be
evidenced by an Award Agreement signed by the
Corporation, and, if required by the Committee, by the
Eligible Person.
2.2 Option Price.
(a) Pricing Limits. The purchase price per share
of the Common Stock covered by each Option shall be
determined by the Committee at the time of the grant, but in
the case of Incentive Stock Options shall not be less than
100% (110% in the case of an Eligible Person who owns or is
deemed to own under Section 424(d) of the Code more than 10%
of the total combined voting power of all classes of stock
of the Corporation) of the Fair Market Value of the Common
Stock on the date of grant and in all cases shall not be
less than the par value thereof.
(b) Payment Provisions. The purchase price of any
shares purchased on exercise of an Option granted under this
Article shall be paid in full at the time of each purchase
in one or a combination of the following methods: (i) in
money, including by electronic funds transfer; (ii) by check
payable to the order of the Corporation; (iii) if expressly
authorized by the Committee or specified in the applicable
Award Agreement, by a promissory note of the Participant
consistent with the requirements of Section 1.8; or (iv) to
the extent permitted by and consistent with the
Corporation's Articles of Association (as amended) and
applicable law, by notice and third party payment in such
manner, if any, as may be authorized by the Committee or by
the delivery of shares of Common Stock of the Corporation
already owned by the Participant, provided, however, that
the Committee may in its absolute discretion limit the
Participant's ability to exercise an Option by delivering
such shares. Shares of Common Stock that are permitted to
be used to satisfy the exercise price of an Option shall be
valued at their Fair Market Value on the date of exercise
and shall have been beneficially owned by the Optionee for
at least six months prior to such delivery.
2.3 Limitations on Grant and Terms of Incentive Stock
Options.
(a) $100,000 Limit. To the extent that the
aggregate "fair market value" of stock with respect to which
incentive stock options first become exercisable by a
Participant in any calendar year exceeds $100,000, taking
into account both Common Stock subject to Incentive Stock
Options under this Plan and stock subject to incentive stock
options under all other plans of the Company, such options
shall be treated as nonqualified stock options. For this
purpose, the "fair market value" of the stock subject to
options shall be determined as of the date the options were
awarded. In reducing the number of options treated as
incentive stock options to meet the $100,000 limit, the most
recently granted options shall be reduced first. To the
extent a reduction of simultaneously granted options is
necessary to meet the $100,000 limit, the Committee may, in
the manner and to the extent permitted by law, designate
which shares of Common Stock are to be treated as shares
acquired pursuant to the exercise of an Incentive Stock
Option.
(b) Option Period. Subject to the proviso in
Section 1.6, each Option and all rights thereunder shall
expire no later than ten (10) years after the Option Date
or, in the case of an Incentive Stock Option granted to any
10% Holder (as defined below), five (5) years after the
Option Date.
(c) Other Code Limits; Limits on 10% Holders. No
Incentive Stock Option may be granted to any person who, at
the time the Option is granted, owns (or is deemed to own
under Section 424(d) of the Code) shares of outstanding
Common Stock possessing more than 10% of the total combined
voting power of all classes of stock of the Corporation
("10% Holder"), unless the exercise price of such Option is
at least 110% of the Fair Market Value of the stock subject
to the Option and such Option by its terms is not
exercisable after the expiration of five years from the date
such Option is granted. There shall be imposed in any Award
Agreement relating to an Incentive Stock Option such terms
and conditions as from time to time are required in order
that the Option be an "incentive stock option" as that term
is defined in Section 422 of the Code.
2.4 Option Repricing/Cancellation and Regrant/Waiver
of Restrictions.
Subject to Section 1.4 and Section 4.6 and the
specific limitations on Options contained in this Plan, the
Committee from time to time may authorize, generally or in
specific cases only, for the benefit of any Eligible Person
any adjustment in the exercise or purchase price, the number
of shares subject to, the restrictions upon or the term of,
an Option granted under this Article by cancellation of an
outstanding Option and a subsequent regranting of an Option,
by amendment, by substitution of an outstanding Option, by
waiver or by other legally valid means. Such amendment or
other action may result among other changes in an exercise
or purchase price which is higher or lower than the exercise
or purchase price of the original or prior Option, provide
for a greater or lesser number of shares subject to the
Option, or provide for a longer or shorter vesting or
exercise period.
III. STOCK UNITS AND DIVIDEND EQUIVALENT RIGHTS.
3.1 Stock Units.
(a) Grants. Subject to Section 3.1(d), and such
rules and procedures as the Committee may establish from
time to time, the Committee may, in its discretion,
authorize Awards of Stock Units and permit an Eligible
Person to elect to defer or receive in Stock Units all or a
portion of the compensation the Eligible Person could
otherwise elect to defer under any other Company plan, or in
respect of any Award hereunder, or may grant Awards in the
form of Stock Units in lieu of or in addition to any other
Award under this Plan. The specific terms, conditions and
provisions relating to each Stock Unit Award or election,
including the form of payment to be made at or following the
vesting thereof, shall be set forth in or pursuant to the
Participant's Award Agreement in respect thereof.
(b) Other Provisions. The Committee shall
determine, among other terms of a Stock Unit Award, the form
of payment of the Stock Units, whether in Common Stock,
another Award, or any combination thereof, and the
applicable vesting and payout provisions of the Award. The
Committee in the Award Agreement may permit the Participant
to elect the form and time of payout of vested Stock Units
on such conditions or subject to such procedures as the
Committee may impose.
(c) Stock Units. Each Award Agreement for an
Award of Stock Units shall include the applicable benefit
distribution and termination provisions, which may include
elective features, for such Award and shall specify the form
of payment.
(d) Limit on Certain Stock Unit Awards.
Notwithstanding anything contained herein to the contrary,
any Stock Unit Award or Stock Unit Awards which individually
or in the aggregate would constitute an "employee pension
benefit plan" (as defined in Section 3(2) of the Employee
Retirement Income Security Act of 1974, as amended
("ERISA")) shall be made only to Eligible Persons who are
members of "a select group of management or highly
compensated employees" (as provided in Sections 201(2),
301(a)(3) and 401(a)(1) of ERISA) of the Company.
3.2 Dividend Equivalent Rights. In its
discretion, the Committee may grant to any Eligible Person
DERs concurrently with the grant of any Option or Stock
Unit, on such terms as set forth by the Committee in the
Award Agreement. DERs shall be based on all or part of the
amount of dividends declared on shares of Common Stock
underlying the Award and shall be credited in respect of the
period between the date of grant (or such later date as the
Committee may set) and the date the Option or Stock Unit is
exercised or expires (or such earlier date as the Committee
may set) or is settled, as determined by the Committee.
DERs shall be payable in shares or other Awards and (to the
extent permitted by law) may be subject to such conditions,
not inconsistent with Section 162(m) of the Code (in the
case of Options or other Awards intended to satisfy its
conditions with respect to deductibility), as may be
determined by the Committee.
IV. OTHER PROVISIONS.
4.1 Rights of Eligible Persons and Beneficiaries.
(a) Employment Status. Status as an Eligible
Person or Participant shall not be construed as a commitment
that any Award or additional Award will be made under this
Plan.
(b) No Employment Contract. Nothing contained in
this Plan (or in any other documents related to this Plan or
to any Award) shall confer upon any Eligible Person or
Participant any right to continue in the employ or other
service of the Company or constitute any contract or
agreement of employment or other service, nor shall
interfere in any way with the right of the Company to change
such person's compensation or other benefits or to terminate
the employment or services of such person, with or without
cause, but nothing contained in this Plan or any document
related hereto shall adversely affect any independent
contractual right of such person without his or her consent
thereto.
(c) Plan Not Funded. Awards payable under this
Plan shall be payable in shares of Common Stock and no
special or separate reserve (except as provided in Section
1.4(b)), fund or deposit shall be made to assure payment of
such Awards. No Participant, Beneficiary or other person
shall have any right, title or interest in any fund or in
any specific asset (including shares of Common Stock, except
as expressly otherwise provided) of the Company by reason of
any Award hereunder. Neither the provisions of this Plan
(or of any related documents), nor the creation or adoption
of this Plan, nor any action taken pursuant to the
provisions of this Plan shall create, or be construed to
create, a trust of any kind or a fiduciary relationship
between the Company and any Eligible Person, Participant,
Beneficiary or other person. To the extent that an Eligible
Person, Beneficiary or other person acquires a right to
receive payment pursuant to any Award hereunder, such right
shall be no greater than the right of any unsecured general
creditor of the Company and shall be subject to any prior or
senior rights of creditors to the assets of the Company
under applicable law.
4.2 Adjustments; Acceleration.
(a) Adjustments. If there shall occur any
extraordinary dividend or other extraordinary distribution
in respect of the Common Stock (whether in the form of cash,
Common Stock, other securities, or other property), or any
recapitalization, stock split (including a stock split in
the form of a stock dividend), reverse stock split,
reorganization, merger, combination, consolidation, split-
up, spin-off, combination, repurchase, or exchange of Common
Stock or other securities of the Corporation, issuance of
warrants or other rights to purchase shares, or any other
like corporate transaction or event in respect of the Common
Stock or a sale of substantially all the assets of the
Corporation as an entirety, then the Committee shall, in
such manner and to such extent (if any) as it deems
appropriate and equitable (1) proportionately adjust any or
all of (a) the number and type of shares of Common Stock (or
other securities) or other consideration which thereafter
may be made the subject of Awards (including the specific
limits, maxima and numbers of shares set forth elsewhere in
this Plan), (b) the number, amount and type of shares of
Common Stock (or other securities or property) or other
consideration subject to any or all outstanding Awards,
(c) the grant, purchase, or exercise price of any or all
outstanding Awards, (d) the securities, cash or other
property deliverable upon exercise of any outstanding
Awards, or (2) in the case of an extraordinary dividend or
other distribution, merger, reorganization, consolidation,
combination, sale of assets, split up, exchange, or spin
off, make provision for a cash payment or for the
substitution or exchange of any or all outstanding Awards or
the cash, securities or property deliverable to the holder
of any or all outstanding Awards based upon the distribution
or consideration payable to holders of the Common Stock of
the Corporation upon or in respect of such event; provided,
however, in each case, that with respect to Incentive Stock
Options, no such adjustment shall be made which would cause
this Plan to violate Section 422 or 424 of the Code or any
successor provisions thereto without provision for
compensatory adjustment to Optionees adversely affected
thereby.
(b) Possible Acceleration of Awards Upon Change
in Control. In the event of or in anticipation of a Change
in Control Event, the Committee may provide acceleration of
exercisability, vesting, payment or other benefits under
some or all Awards or for certain other limited benefits
under some or all Awards and may determine the extent and
duration of such limited rights, including (in the
discretion of the Committee) stock appreciation rights. Any
acceleration of Awards shall comply with any applicable
regulatory requirements.
(c) Possible Early Termination of Accelerated
Awards. If any Award or other right to acquire Common Stock
under this Plan is fully exercisable or has been fully
accelerated as permitted by Section 4.2(b) but is not
exercised prior to (i) a dissolution of the Corporation, or
(ii) a reorganization event described in Section 4.2(a) that
the Corporation does not survive, or (iii) the consummation
of reorganization event described in Section 4.2(a) that
results in a Change of Control approved by the Board, and no
provision has been made for the survival, substitution,
exchange or other settlement of such Award or right, such
Award or right shall terminate upon the occurrence of such
dissolution or reorganization.
4.3 Effect of Termination of Employment.
The Committee shall establish in respect of each
Award granted to an Eligible Person the effect of a
termination of employment or services on the rights and
benefits thereunder and in so doing may make distinctions
based upon the cause of termination.
4.4 Compliance with Laws.
(a) General. This Plan, the grant, exercise and
vesting of Awards under this Plan and the issuance and
delivery of shares of Common Stock and/or any other value
under this Plan or under Awards granted hereunder are
subject to compliance with all applicable laws, rules and
regulations (including but not limited to securities law and
margin requirements) and to such approvals by any listing,
regulatory or governmental authority as may, in the opinion
of counsel for the Corporation, be necessary or advisable in
connection therewith. Any securities delivered under this
Plan shall be subject to such restrictions, and the person
acquiring such securities shall, if requested by the
Corporation, provide such assurances and representations to
the Corporation as the Corporation may deem necessary or
desirable to assure compliance with all applicable legal
requirements.
(b) Controlled Foreign Corporation. No Award
shall be granted by the Corporation if the grant of such
Award would cause the Corporation to be a controlled foreign
corporation within the meaning of Section 957 of the Code.
(c) Foreign Personal Holding Company. No Award
shall be granted by the Corporation if the grant of such
Award would cause the Corporation to be a foreign personal
holding company within the meaning of Section 552 of the
Code.
(d) Personal Holding Company. No Award shall be
granted by the Corporation if the grant of such Award would
cause the Corporation to be a personal holding company
within the meaning of Section 542 of the Code.
4.5 Tax Withholding.
(a) Cash or Shares. Upon the exercise, vesting,
or payment of any Award or upon the disposition of shares of
Common Stock acquired pursuant to the exercise of an
Incentive Stock Option prior to the satisfaction of the
holding requirements of Section 422 of the Code, the Company
shall have the right at its option to (i) require the
Eligible Person (or Personal Representative or Beneficiary,
as the case may be) to pay or provide for payment in cash of
the amount of any taxes which the Company may be required to
withhold with respect to such transaction or (ii) deduct
from any amount payable the amount (or equivalent value) of
any taxes which the Company may be required to withhold with
respect to such amount payable or (iii) require the
Participant to satisfy any withholding obligation through
any combination of the foregoing methods. In any case where
a tax is required to be withheld in connection with the
delivery of shares of Common Stock under this Plan, the
Committee may grant (either at the time of the Award or
thereafter) to the Participant the right to elect, pursuant
to such rules and subject to such conditions as the
Committee may establish, to have the Corporation reduce the
number of shares to be delivered by (or otherwise reacquire)
the appropriate number of shares to satisfy such
withholding obligation. Any shares offset or delivered to
satisfy withholding shall be valued at their then Fair
Market Value.
(b) Tax Loans. The Company may, in its
discretion and to the extent permitted by law, authorize a
loan to an Eligible Person in the amount of any taxes which
the Company may be required to withhold with respect to
shares of Common Stock to be issued on exercise for a term,
at a rate of interest and pursuant to such other terms and
conditions as the Corporation or its Subsidiary, under
applicable law, may establish and such loan need not comply
with the provisions of Section 1.8.
4.6 Plan Amendment, Termination and Suspension.
(a) Board Authorization. The Board may, at any
time, terminate or, from time to time, amend, modify or
suspend this Plan, in whole or in part. No Awards may be
granted during any suspension of this Plan or after
termination of this Plan, but the Committee shall retain
jurisdiction as to Awards then outstanding in accordance
with the terms of this Plan.
(b) Shareholder Approval. If an amendment would
(i) materially increase the benefits accruing to
Participants under this Plan, (ii) materially increase the
aggregate number of securities that may be issued under this
Plan, or (iii) materially modify the requirements as to
eligibility for participation in this Plan, then to the
extent required by applicable law, or deemed necessary or
advisable by the Committee or the Board, such amendment
shall be subject to shareholder approval.
(c) Amendments to Awards. Without limiting any
other express authority of the Committee hereunder, but
subject to the express limits of this Plan, the Committee by
agreement or resolution may waive conditions of or
limitations on Awards to Participants that the Committee in
the prior exercise of its discretion has imposed, without
the consent of a Participant and may make other changes to
the terms and conditions of Awards that do not affect in any
manner materially adverse to the Participant, his or her
rights and benefits under an Award.
(d) Limitations on Amendments to Plan and Awards.
No amendment, suspension or termination of the Plan or
change of or affecting any outstanding Award shall, without
written consent of the Participant, affect in any manner
materially adverse to the Participant any rights or benefits
of the Participant or obligations of the Corporation under
any Award granted under this Plan prior to the effective
date of such change. Changes contemplated by Section 4.2
shall not be deemed to constitute changes or amendments for
purposes of this Section 4.6.
4.7 Privileges of Stock Ownership.
Except as otherwise expressly authorized by the
Committee or this Plan, a Participant shall not be entitled
to any privilege of stock ownership as to any shares of
Common Stock not actually delivered to and held of record by
him or her. No adjustment will be made for dividends or
other rights as a shareholders for which a record date is
prior to such date of delivery.
4.8 Effective Date of the Plan.
This amendment and restatement of the Plan is
effective upon its approval by the Board (the "Effective
Date"), subject to approval by the holders of not less than
an absolute majority of the votes of the outstanding shares
of the Corporation entitled to vote.
4.9 Term of the Plan.
No Award shall be granted after the day before the
10th anniversary of the Effective Date (the "Termination
Date"). Unless otherwise expressly provided in this Plan or
in an applicable Award Agreement, any Award theretofore
granted may extend beyond such date, and all authority of
the Committee with respect to Awards hereunder shall
continue during any suspension of this Plan and in respect
of outstanding Awards on such Termination Date.
4.10 Governing Law/Construction/Severability.
(a) Choice of Law. This Plan, the Awards, all
documents evidencing Awards and all other related documents
shall be governed by, and construed in accordance with the
laws of the State of California except to the extent the law
of the British Virgin Islands applies as the jurisdiction of
incorporation of the Corporation.
(b) Severability. If any provision shall be held
by a court of competent jurisdiction to be invalid and
unenforceable, the remaining provisions of this Plan shall
continue in effect.
4.11 Captions.
Captions and headings are given to the sections
and subsections of this Plan solely as a convenience to
facilitate reference. Such headings shall not be deemed in
any way material or relevant to the construction or
interpretation of the Plan or any provision thereof.
4.12 Effect of Change of Subsidiary Status.
For purposes of this Plan and any Award hereunder,
if an entity ceases to be a Subsidiary, a termination of
employment or services shall be deemed to have occurred with
respect to each Participant who does not otherwise remain an
Eligible Person after giving effect to such event.
4.13 Non-Exclusivity of Plan.
Nothing in this Plan shall limit or be deemed to
limit the authority of the Board or the Committee to grant
awards or authorize any other compensation, with or without
reference to the Common Stock, under any other plan or
authority.
V. DEFINITIONS.
5.1 Definitions.
(a) "Award" shall mean an award of any Option,
Stock Unit, or DER, or any combination thereof, whether
alternative, sequential, or cumulative, authorized by and
granted under this Plan.
(b) "Award Agreement" shall mean any writing
setting forth the terms of an Award that has been authorized
by the Committee.
(c) "Award Date" shall mean the date upon which
the Committee took the action granting an Award or such
later date as the Committee designates as the Award Date at
the time of the Award.
(d) "Beneficiary" shall mean the person, persons,
trust or trusts validly designated by the Participant or in
the absence of a valid designation entitled by will or the
laws of descent and distribution to receive the benefits
specified in the Award Agreement and under this Plan in the
event of a Participant's death, and shall mean the
Participant's executor or administrator if no other
Beneficiary is so designated and able to act under the
circumstances.
(e) "Board" shall mean the Board of Directors of
the Corporation.
(f) "Change in Control Event" shall mean any of
the following (other than as a direct result of a public
offering of shares of the Corporation):
(1) Approval by the shareholders of the
Corporation of the dissolution or liquidation of the
Corporation;
(2) Approval by the shareholders of the
Corporation of an agreement to merge or consolidate, or
otherwise recapitalize or reorganize, with or into one
or more entities that are not Subsidiaries, as a result
of which less than 50% of the outstanding voting
securities of the surviving or resulting entity
immediately after the event are, or will be, owned by
the shareholders of the Corporation and/or Related
Parties immediately before such event (assuming for
purposes of such determination that there is no change
in the record ownership of the Corporation's securities
from the record date for such approval until such event
but taking into consideration securities of the other
parties to such transaction held by such record
holders);
(3) Approval by the shareholders of the
Corporation of the sale of substantially all of the
Corporation's business and/or assets to a person or
entity which is not a Subsidiary or Related Party;
(4) Any "person" (as such term is used in
Sections 13(d) and 14(d) of the Exchange Act) (other
than a Related Party or other person having beneficial
ownership of more than 50% of the outstanding voting
securities at the time of adoption of this Plan, or any
successor, affiliate or associate of such owner)
becomes the "beneficial owner" (as defined in Rule 13d-
3 under the Exchange Act), directly or indirectly, of
securities of the Corporation representing more than
50% of the combined voting power of the Corporation's
then outstanding securities entitled to then vote
generally in the election of directors of the
Corporation; or
(5) During any period not longer than two
consecutive years, individuals who at the beginning of
such period constituted the Board cease to constitute
at least a majority thereof, unless the election, or
the nomination for election by the Corporation's
shareholders, of each new Board member was approved by
a vote of at least three-fourths of the Board members
then still in office who were Board members at the
beginning of such period, including for these purposes
(but without duplication of predecessors and
successors), new members whose election or nomination
was so approved.
(g) "Code" shall mean the United States Internal
Revenue Code of 1986, as amended from time to time.
(h) "Commission" shall mean the United States
Securities and Exchange Commission.
(i) "Committee" shall mean the Board or a
committee appointed by the Board to administer this Plan,
which committee shall be comprised only of two or more
directors or such greater number of directors as may be
required under applicable law, each of whom, during such
time as one or more Eligible Persons may be subject to
Section 16 of the Exchange Act, shall be Disinterested.
(j) "Common Stock" shall mean the Ordinary Shares
of the Corporation, subject to any adjustments made under
Section 4.2 of this Plan.
(k) "Company" shall mean, collectively, the
Corporation and its Subsidiaries.
(l) "Corporation" shall mean Gemstar Inter-
national Group Limited and its successors.
(m) "Disinterested" shall mean disinterested
within the meaning of Rule 16b-3.
(n) "Dividend Equivalent Right" or "DER" shall
mean a right authorized under Section 3.2 of this Plan.
(o) "Eligible Person" shall mean (subject to the
proviso below) (1) a director, officer or key employee of
the Corporation or a Subsidiary, or (2) any consultant or
advisor who (directly or through an entity with which he or
she is associated) renders or has rendered bona fide
services (other than services in connection with the
offering or sale of securities of the Corporation or any
Subsidiary in a capital raising transaction) to the Company,
and who is selected to participate in this Plan by the
Committee, or (3) a non-employee agent of the Corporation or
any Subsidiary providing such bona fide services to the
Company (other than as an eligible advisor or consultant) if
such agent's participation in this Plan would not adversely
affect (x) the Corporation's eligibility in the future to
use Form S-8 to register under the Securities Act of 1933,
as amended, the offering of shares issuable under this Plan,
or (y) the Corporation's compliance with any other
applicable securities or other laws; provided, however, in
any case that if the Corporation's officers and directors
become subject to Section 16 of the Exchange Act, a member
of the Committee shall not during his or her service in such
capacity (and during the applicable period prior thereto
under Rule 16b-3) be an Eligible Person.
(p) "ERISA" shall mean the Employee Retirement
Income Security Act of 1974, as amended.
(q) "Exchange Act" shall mean the Securities
Exchange Act of 1934, as amended from time to time.
(r) "Fair Market Value" shall mean (i) if the
stock is listed or admitted to trade on a United States
national securities exchange, the closing price of the stock
on the Composite Tape, as published in the Western Edition
of The Wall Street Journal, of the principal national
securities exchange on which the stock is so listed or
admitted to trade, on such date, or, if there is no trading
of the stock on such date, then the closing price of the
stock as quoted on such Composite Tape on the next preceding
date on which there was trading in such shares; (ii) if the
stock is not listed or admitted to trade on such a national
securities exchange, the last price for the stock on such
date, as furnished by the National Association of Securities
Dealers, Inc. ("NASD") through the NASDAQ National Market
Reporting System or a similar organization if the NASD is no
longer reporting such information; (iii) if the stock is not
listed or admitted to trade on a national securities
exchange and is not reported on the National Market
Reporting System, the mean between the bid and asked price
for the stock on such date, as furnished by the NASD or a
similar organization; or (iv) if the stock is not listed or
admitted to trade on a national securities exchange, is not
reported on the National Market Reporting System and if bid
and asked prices for the stock are not furnished by the NASD
or a similar organization, the value as established by the
Board at such time for purposes of this Plan.
(s) "Incentive Stock Option" shall mean an Option
which is designated as an incentive stock option within the
meaning of Section 422 of the Code, the award of which
contains such provisions as are necessary to comply with
that section.
(t) "Nonqualified Stock Option" shall mean an
Option that is designated as a Nonqualified Stock Option
and shall include any Option intended as an Incentive Stock
Option that fails to meet the applicable legal requirements
thereof. Any Option granted hereunder that is not
designated as an incentive stock option shall be deemed to
be designated a nonqualified stock option under this Plan
and not an incentive stock option under the Code.
(u) "Option" shall mean an option to purchase
Common Stock under this Plan. The Committee shall designate
any Option granted to an Eligible Person as a Nonqualified
Stock Option or an Incentive Stock Option.
(v) "Participant" means an Eligible Person who
has been granted an Award.
(w) "Personal Representative" shall mean the
person or persons who, upon the disability or incompetence
of a Participant, shall have acquired on behalf of the
Eligible Person, by legal proceeding or otherwise, the power
to exercise the rights or receive benefits under this Plan
and who shall have become the legal representative of the
Eligible Person.
(x) "Plan" shall mean this 1994 Stock Incentive
Plan, as amended and restated.
(y) "QDRO" shall mean a qualified domestic
relations order as defined in Section 414(p) of the Code or
Title I, Section 206(d)(3) of ERISA (to the same extent as
if this Plan were subject thereto), or the applicable rules
thereunder.
(z) "Related Party" means a person or entity
related (by blood or marriage in the case of individuals)
to, or associated or affiliated with, the subject person or
entity.
(aa) "Rule 16b-3" shall mean Rule 16b-3 as
promulgated by the Commission pursuant to the Exchange Act,
as amended from time to time but subject to any applicable
transition rules.
(bb) "Securities Act" shall mean the Securities
Act of 1933, as amended from time to time.
(cc) "Stock Unit" shall mean a non-voting unit of
measurement which is deemed for bookkeeping purposes to be
equivalent to one outstanding share of Common Stock (subject
to adjustment) solely for purposes of this Plan.
(dd) "Stock Unit Account" shall mean the
bookkeeping account maintained by the Company on behalf of
each Participant which is credited with Stock Units in
accordance with Section 3.1(c) and which is payable in stock
or another Award.
(ee) "Subsidiary" shall mean any corporation or
other entity a majority of whose outstanding voting stock or
voting power is beneficially owned directly or indirectly by
the Corporation.
(ff) "Total Disability" or "Disability" shall mean
a "permanent and total disability" within the meaning of
Section 22(e)(3) of the Code and such other disabilities,
infirmities, afflictions or conditions as the Committee by
rule may include.
[Harney Westwood & Riegels Letterhead]
28 April 1999
Gemstar International Group Limited
135 North Los Angeles Avenue
Pasadena, California
91101 U.S.A.
Dear Sirs,
Gemstar International Group Limited (the "Company")
We are lawyers qualified to practise in the British Virgin Islands
and have been asked to provide this legal opinion with respect to
the Company, a British Virgin Islands company, in connection with
the filing by the Company of a Registration Statement on Form S-8
(the "Registration Statement") under the United States Securities
Act of 1933, as amended, covering 10,900,000 Ordinary Shares,
US$0.01 par value, of the Company (the "Shares") to be issued by
the Company pursuant to the Company's 1994 Stock Incentive Plan as
Amended and Restated, (the "Plan").
For the purpose of this opinion, we have examined originals or
copies of the Plan, the Amended and Restated Memorandum and
Articles of Association of the Company, and such corporate
documents and records of the Company as we have deem relevant and
necessary as a basis for this opinion.
For purposes of this opinion, we have assumed the genuineness of
all signatures on all documents and the completeness and the
conformity to original documents, of all copies submitted to us and
that all representations of fact (other than those opined on below)
expressed in or implied by the documents are accurate. We have also
assumed that the shareholders of the Company have approved the
amendment to the Plan (by the increase in the number of Ordinary
Shares available for issue pursuant to the Plan) as evidenced by
resolutions of the shareholders adopted at a duly convened and held
meeting of the shareholders.
On the basis of the foregoing, we are of the opinion that when the
Shares are issued and paid for in accordance with regulation 6 of the
Articles of Association of the Company, at least to the extent of their
par value, in accordance with the provisions of the Plan including the
corporate action of the Board, the Shares will be legally issued, fully
paid and non-assessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Yours faithfully,
Harney Westwood & Riegels
/s/ Harney Westwood & Riegels
[KPMG LLP Letterhead]
Consent of Independent Auditors
The Board of Directors
Gemstar International Group Limited
We consent to the incorporation by reference in the registration
statement on Form S-8 of Gemstar International Group Limited of
our report dated May 8, 1998, with respect to the consolidated
balance sheets of Gemstar International Group Limited and
subsidiaries as of March 31, 1997 and 1998, and the related
consolidated statements of operations, shareholders' equity and
cash flows for each of the years in the three-year period ended
March 31, 1998, which report is included in Gemstar International
Group Limited's Annual Report on Form 10-K for the year ended
March 31, 1998.
/s/ KPMG LLP
Los Angeles, California
April 29, 1999
