As filed with the Securities and Exchange Commission on August 1, 2000
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Gemstar-TV Guide International, Inc.
(Exact name of registrant as specified in its charter)
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Delaware 95-4782077
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
135 North Los Robles Avenue, Suite 800
Pasadena, California 91101
(626) 792-5700
(Address and telephone number of principal executive offices)
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TV Guide, Inc. 401(k) Plan
(Full title of the plan)
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Stephen A. Weiswasser, Esq.
Executive Vice President and General Counsel
Gemstar-TV Guide International, Inc.
135 North Los Robles Avenue, Suite 800
Pasadena, California 91101
(Name and address of agent for service)
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Telephone number, including area code, of agent for service: (626) 792-5700
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Copies to:
David A. Krinsky, Esq. Thomas A. Richardson, Esq.
O'Melveny & Myers LLP Holme Roberts & Owen LLP
610 Newport Center Drive, Suite 1700 1700 Lincoln, Suite 4100
Newport Beach, California 92660 Denver, Colorado 80290
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CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered Per Unit Price Registration Fee
---------------------- ---------------------- ---------------------- ---------------------------- -------------------
<S> <C> <C> <C> <C>
Common Stock,
$0.01 par value
per share 100,000(1)(2) $57.25(3) $5,725,000(3) $1,512(3)
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(1) This Registration Statement covers, in addition to the number of
shares of Common Stock stated above, pursuant to Rule 416 under the
Securities Act of 1933, as amended (the "Securities Act"), an
indeterminate amount of interests to be offered or sold pursuant to
the TV Guide, Inc. 401(k) Plan.
(2) Each share registered is accompanied by a preferred stock purchase
right pursuant to the Registrant's Amended and Restated Rights
Agreement, by and between Gemstar-TV Guide International, Inc., and
American Stock Transfer & Trust Company, a New York company.
(3) Pursuant to Rule 457, the maximum offering price, per share and in the
aggregate, and the registration fee were calculated based upon the
average between the high and low sale prices of the Common Stock on
the Nasdaq National Market on July 28, 2000.
The Exhibit Index for this Registration Statement follows the
signature page.
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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-TV Guide International, Inc. (the
"Company") filed with the Commission are incorporated herein by reference:
1. Annual Report on Form 10-K for the Company's fiscal year ended
March 31, 2000;
2. Amendment to Annual Report on Form 10-K filed July 31, 2000;
3. Form 8-K filed July 24, 2000;
4. Annual Report on Form 11-K of the TV Guide, Inc. 401(k) Plan
for the year ended December 31, 1999; and
5. The description of the Gemstar Stock contained in the
Company's registration statement on Form 8-A filed with the
Commission on September 28, 1995, as amended by the Form 8-K
filed February 9, 2000, and the description of the Company's
Preference Share Purchase Rights contained in the Company's
registration statement on Form 8-A filed with the Commission
on July 13, 1998.
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
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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 this Registration Statement
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
The Company's Common Stock, par value $0.01 per share (the "Common Stock"),
is registered pursuant to Section 12 of the Exchange Act, and, therefore, the
description of securities is omitted.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the original issuance of the Common Stock registered hereby
is passed on for the Company by Stephen A. Weiswasser, the Executive Vice
President and General Counsel of the Company. Mr. Weiswasser is compensated by
the Company as an employee and is the holder of options to acquire shares of
Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Certificate of Incorporation and Bylaws provide for
indemnification of the officers and directors of the Company to the fullest
extent permitted by law. Section 102(b)(7) of the Delaware General Corporation
Law (the "DGCL") provides that a Delaware corporation has the power to eliminate
or limit the personal liability of a director for violations of the director's
fiduciary duty, except (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) pursuant to Section 174 of the DGCL (providing for liability of directors
for unlawful payment of dividends or unlawful stock purchases or redemptions),
or (iv) for any transaction from which a director derived an improper personal
benefit.
Section 145 of the DGCL provides that a corporation may indemnify any
persons, including officers and directors, who are, or are threatened to be
made, parties to any threatened, pending or completed legal action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of such corporation), by reason of the fact that
such person was a director, officer, employee or agent of such corporation, or
is or was serving at the request of such corporation as a director, officer,
employee or agent of another corporation or enterprise. The indemnity may
include expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person
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in connection with such action, suit or proceeding, provided such officer,
director, employee or agent acted in good faith and in a manner he reasonably
believed to be in or not opposed to the corporation's best interests and, for
criminal proceedings, had no reasonable cause to believe that his conduct was
unlawful. A Delaware corporation may indemnify officers and directors in an
action by or in the right of the corporation under the same conditions, except
that no indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer is
successful on the merits or otherwise in the defense of any action referred to
above, the corporation must indemnify him against the expenses which such
officer or director actually and reasonably incurred.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See the attached Exhibit Index following the signature page.
The undersigned registrant hereby undertakes to submit the TV Guide,
Inc. 401(k) Plan and any amendment thereto to the Internal Revenue Service
("IRS") in a timely manner and will make all changes required by the IRS in
order to qualify such plan.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required
by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the
Registration Statement (or the most recent
post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change
in the information set forth in the Registration
Statement; and
(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in the Registration Statement or
any material change to such information in the
Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section
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15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement;
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, executive officers and controlling
persons of the registrant pursuant to the provisions described in Item 6 above,
or otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
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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 the 31st day of
July, 2000.
By: /s/ Henry C. Yuen
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Henry C. Yuen
Chairman and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Henry C. Yuen, Elsie Ma Leung and Stephen A. Weiswasser, or any 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.
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Signature Title Date
<S> <C> <C>
/s/ Harry C. Yuen Chairman, Chief Executive Officer July 31, 2000
-------------------------------------------- and Director (Principal Executive
Henry C. Yuen Officer)
/s/ Elsie Ma Leung Chief Financial Officer, Treasurer, July 31, 2000
-------------------------------------------- Co-President, Co-Chief Operating
Elsie Ma Leung Officer, member of the Office of the
Chief Executive and Director
(Principal Financial and Accounting
Officer)
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/s/ Peter C. Boylan III Director July 31, 2000
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Peter C. Boylan III
/s/ George F. Carrier Director July 31, 2000
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George F. Carrier Ph.D
/s/ Joachim Kiener Director July 31, 2000
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Joachim Kiener
/s/ Robert R. Bennett Director July 31, 2000
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Robert R. Bennett
/s/ Chase Carey Director July 31, 2000
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Chase Carey
/s/ James E. Meyer Director July 31, 2000
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James E. Meyer
/s/ Stephen A. Weiswasser Director July 31, 2000
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Stephen A. Weiswasser, Esq.
/s/ J. David Wargo Director July 31, 2000
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J. David Wargo
/s/ Nicholas Donatiello, Jr. Director July 31, 2000
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Nicholas Donatiello, Jr.
/s/ Douglas B. Macrae Director July 31, 2000
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Douglas B. Macrae
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Pursuant to the requirements of the Securities Act of 1933, the
administrators of the TV Guide, Inc. 401(k) Plan have caused this Registration
Statement to be executed on its behalf by the undersigned thereunto duly
authorized, in the City of Tulsa, State of Oklahoma, on July 31, 2000.
TV Guide, Inc. 401(k) Plan
By: Plan Administration Committee
By: /s/ Peter C. Boylan
Name: Peter C. Boylan
Title: Committee Member
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
5 Opinion of Counsel (opinion re legality).
23.1 Consent of KPMG LLP (Consent of Independent Accountants).
23.3 Consent of Counsel (included in Exhibit 5).
24 Power of Attorney (included in this Registration Statement
under "Signatures").
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