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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): February 9, 2000
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GEMSTAR INTERNATIONAL GROUP LIMITED
(Exact Name of Registrant as Specified in Charter)
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<S> <C> <C>
Delaware 0-26878 95-4782077
(State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
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135 North Los Robles Avenue,
Suite 800
Pasadena, California 91101
(Address of Principal Executive
Offices and Zip Code)
(626) 792-5700
Registrant's telephone number, including area code
N/A
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
Domestication. In order to avoid certain potentially adverse tax
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consequences and to satisfy one of the conditions under the Merger Agreement
described below, Gemstar International Group Limited ("Gemstar") changed its
place of incorporation from the British Virgin Islands to the State of Delaware
(the "Domestication") on February 9, 2000.
Reasons for the Domestication.
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Tax Regulations. On January 24, 2000, final Treasury regulations affecting
the tax consequences of the Domestication (the "Regulations") were published in
the Federal Register. The Regulations become effective on February 23, 2000
(the "Effective Date"). If the Domestication had occurred on or after the
Effective Date, the Domestication would have been a taxable event for certain
United States persons (defined as (1) any citizen or resident of the United
States, (2) a corporation, partnership or other entity created or organized in
or under the laws of the United States or any political subdivision thereof, (3)
an estate, the income of which is subject to United States federal income
taxation regardless of its source, and (4) a trust, if a United States court is
able to exercise primary supervision over the administration of the trust and
one or more United States persons has the authority to control all substantial
decisions of the trust) that were stockholders of Gemstar on the date of the
Domestication.
If Gemstar changed its place of incorporation from the British Virgin
Islands to the State of Delaware on or after February 23, 2000, United States
persons (1) who owned or who were deemed to own less than 10% of the Gemstar
stock and (2) whose Gemstar stock was worth at least $50,000 on the date of the
Domestication, would have recognized gain measured by the difference between the
fair market value of their shares and their adjusted tax basis in those shares,
unless such stockholders elected to be taxed in the same manner as the
stockholders who own 10% or more of Gemstar. United States persons who owned or
who were deemed to own 10% or more of the Gemstar stock would have had to
include a "deemed dividend" in their taxable income in the year of the
Domestication. The "deemed dividend" would be an amount equal to the
stockholder's portion of all of the current and accumulated earnings and profits
of Gemstar.
A more detailed description of certain United States federal income tax
consequences of the Domestication is included in Gemstar's Form S-4 Registration
Statement, No. 333-96407, filed with the Securities and Exchange Commission on
February 8, 2000 (the "Form S-4"), and is incorporated by reference herein.
Merger Agreement. On October 4, 1999, Gemstar and TV Guide, Inc., a
Delaware corporation ("TV Guide"), announced that they had entered into an
Agreement and Plan of Merger, dated as of October 4, 1999 (the "Merger
Agreement"), by and among Gemstar, TV Guide and G Acquisition Subsidiary Corp.,
a Delaware corporation and wholly owned subsidiary of Gemstar ("Sub"),
providing, upon the terms and subject to the conditions set forth therein, for
the acquisition of TV Guide by Gemstar through the merger of Sub with and into
TV Guide, with TV Guide being the surviving corporation (the "Merger"). Pursuant
to the Merger Agreement, Gemstar was required to change its place of
incorporation from the British Virgin Islands to the State of Delaware before
the completion of the Merger. If Gemstar did not change its place of
incorporation from the British Virgin Islands to the State of Delaware before
the completion of the Merger, Gemstar might be a "controlled foreign
corporation," as that term is defined in the U.S. Internal Revenue Code of 1986,
as amended. If Gemstar were a controlled foreign corporation, the holders of 10%
or more of its outstanding stock following the completion of the Merger who are
also United States persons would suffer adverse tax consequences. The
stockholders potentially facing adverse tax consequences are Henry C. Yuen,
Liberty Media Corporation and the U.S. subsidiary of The News Corporation
Limited ("News Corp.") that holds the TV Guide common stock beneficially owned
by News Corp.
Certificate of Incorporation. In accordance with Section 388(b)(2) of the
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General Corporation Law of the State of Delaware (the "DGCL"), Gemstar filed a
certificate of incorporation (the "Certificate of Incorporation") with the
Delaware Secretary of State as part of the Domestication. The Certificate of
Incorporation replaces Gemstar's Amended and Restated Memorandum of Association.
A copy of the Certificate of Incorporation is included herewith as Exhibit 99.1
and is incorporated by reference herein.
Bylaws. In connection with the Domestication, Gemstar adopted new bylaws
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(the "Bylaws") which comply with the DGCL. The Bylaws replace Gemstar's Amended
and Restated Articles of Association. A copy of the Bylaws is included herewith
as Exhibit 99.2 and is incorporated by reference herein.
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Comparison of the Rights of Gemstar (BVI) and Gemstar (Delaware)
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Stockholders. As a result of the Domestication, Gemstar is now subject to the
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laws of the State of Delaware instead of the laws of the British Virgin Islands.
Gemstar will not, however, be relieved of any obligations or liabilities it
incurred before the Domestication. The rights of Gemstar stockholders are now
governed by the laws of the State of Delaware, the Certificate of Incorporation
and the Bylaws, as opposed to the laws of the British Virgin Islands and
Gemstar's former governing documents.
Comparison of British Virgin Islands and Delaware Corporate Laws. A
description of certain differences between British Virgin Islands and Delaware
corporate laws is included in the Form S-4, and is incorporated by reference
herein.
Comparison of the Governing Documents of Gemstar (BVI) and Gemstar
(Delaware). A tabular comparison of the rights of Gemstar (BVI) stockholders
and Gemstar (Delaware) stockholders, as set forth in the organizational
documents, is included as Annex G to the Form S-4, and is incorporated by
reference herein.
Amended and Restated Rights Agreement. In connection with the
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Domestication, Gemstar made certain amendments to its existing Rights Agreement,
dated July 10, 1998, between Gemstar and American Stock Transfer & Trust Company
(the "Amended and Restated Rights Agreement"). A copy of the Amended and
Restated Rights Agreement is included herewith as Exhibit 99.3 and is
incorporated by reference herein.
Registration under Section 12(g) of the Securities Exchange Act of 1934.
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Pursuant to Rule 12g-3(a) and 12g-3(f) under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), the Common Stock, par value $.01 per
share, of Gemstar International Group Limited, a Delaware corporation, shall be
deemed to be registered pursuant to Section 12(g) of the Exchange Act.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
Exhibit No. Description
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99.1 Certificate of Incorporation (Incorporated by reference to
Exhibit 3.3 to Form S-4 of Gemstar International Group Limited,
filed February 8, 2000)
99.2 Bylaws (Incorporated by reference to Exhibit 3.4 to Form S-4 of
Gemstar International Group Limited, filed February 8, 2000)
99.3 Amended and Restated Rights Agreement (Incorporated by
reference to Exhibit 4.2 to Form S-4 of Gemstar International
Group Limited, filed February 8, 2000)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: February 9, 2000
GEMSTAR INTERNATIONAL GROUP LIMITED
/s/ Stephen A. Weiswasser
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Stephen A. Weiswasser
Executive Vice President
and General Counsel
