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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): July 12, 2000
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GEMSTAR - TV GUIDE INTERNATIONAL, INC.
(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 (Commission File Number) (IRS Employer Incorporation)
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
Gemstar International Group Limited
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On October 4, 1999, Gemstar International Group Limited ("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 (as
amended, 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"). In connection with the closing of the Merger, the parties agreed to
amend certain terms of the Merger Agreement to provide that Gemstar's post-
closing name will be "Gemstar - TV Guide International, Inc." and for certain
other ministerial changes in the Bylaws.
304,923,736 shares of TV Guide common stock issued and outstanding
prior to the effective time were converted at an exchange ratio of .6573 into
200,426,371 shares of Gemstar common stock. The closing price of Gemstar common
stock on July 12, 2000 was $69.75 per share. In addition, Gemstar will assume
all options to purchase TV Guide common stock outstanding under TV Guide's
option plans. On July 12, 2000 the Merger was consummated and Gemstar became the
sole shareholder of TV Guide common stock.
ITEM 5. OTHER EVENTS.
Name Change. In connection with the closing of the Merger, on July 12,
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2000 Gemstar changed its name to "Gemstar - TV Guide International, Inc." by
filing a Certificate of Ownership and Merger with the Delaware Secretary of
State merging G Name Change Subsidiary Corporation, a wholly-owned subsidiary of
Gemstar, into Gemstar pursuant to Section 253 of the General Corporation Law of
Delaware.
Bylaws. In connection with the closing of the Merger, Gemstar adopted new
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bylaws (the "Bylaws"). A copy of the Bylaws is attached hereto as Exhibit 99.2
and is incorporated by reference herein.
Second Amended and Restated Rights Agreement. In connection with the
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closing of the Merger, Gemstar made certain amendments to its existing Amended
and Restated Rights Agreement, dated February 8, 2000, between Gemstar - TV
Guide International, Inc. and American Stock Transfer & Trust Company (the
"Second Amended and Restated Rights Agreement"). A copy of the Second Amended
and Restated Rights Agreement is attached hereto as Exhibit 99.1 and is
incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
1. Gemstar intends to provide the financial statements of TV Guide
for the periods specified in Rule 3-05(b) of Regulation S-X,
together with a manually signed accountant's report by Rule 2-02 of
Regulation S-X, under cover of a Form 8-K/A within the time
specified for such filing by Item 7(a)(4) of this form.
(b) PRO FORMA FINANCIAL INFORMATION
2. Pro forma financial information will be filed if required by
Article 11 of Regulation S-X, under cover of a Form 8-K/A within
the time specified for such filing by Item 7(b)(2) of this form.
(c) EXHIBITS.
Exhibit No. Description
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99.1 Second Amended and Restated Rights Agreement, effective as
of July 12, 2000, between Gemstar - TV Guide
International, Inc. and American Stock Transfer & Trust
Company
2
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99.2 Bylaws
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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: July 21, 2000
GEMSTAR -TV GUIDE INTERNATIONAL, INC.
/s/ Stephen A. Weiswasser
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Stephen A. Weiswasser
Executive Vice President
and General Counsel
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INDEX OF EXHIBITS
Exhibit No. Description
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99.1 Second Amended and Restated Rights Agreement,
effective as of July 12, 2000, between Gemstar -TV
Guide International, Inc. and American Stock Transfer
& Trust Company
99.2 Bylaws
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