<PAGE>
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_________________
FORM 8-K/A
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
_________________
GEMSTAR - TV GUIDE INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-26878 95-4782077
(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
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)
(Former Name or Former Address, if Changed Since Last Report)
_________________
--------------------------------------------------------------------------------
<PAGE>
ITEM 5. OTHER EVENTS.
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, under which Gemstar would acquire
TV Guide. On July 12, 2000 the merger was consummated and TV Guide became a
wholly-owned subsidiary of Gemstar. In connection with the closing of the
merger, on July 12, 2000 we changed our name to "Gemstar - TV Guide
International, Inc."
The Joint Proxy Statement/Prospectus, filed with the Commission on February
8, 2000, to solicit shareholder approval of the TV Guide merger includes a
description of risks related to the combined company following the merger. For
convenience and completeness, these risks are combined and updated below.
RISK FACTORS
We may have difficulties in combining the operations of Gemstar and TV Guide and
may not achieve strategic and other benefits.
We may not be able to combine easily the operations of Gemstar and TV
Guide. Difficulties may be encountered in integrating the operations of Gemstar
and TV Guide, and the benefits expected from such integration may not be
realized. We cannot assure that we will retain our key personnel or that we
will realize the other anticipated benefits of the merger.
We may experience slower growth and decreased profit margins and require greater
capital expenditures.
In recent fiscal years, Gemstar has experienced significant increases
in our revenues and has produced substantial profit margins. While TV Guide's
total revenues have been significantly greater than Gemstar's, its profit
margins have been substantially lower. Thus, while we expect our combined
revenues to be greater, our profit margins may well be lower than those earned
by Gemstar before the completion of the merger. Further, we do not expect to
experience, in percentage terms, the rapid revenue growth that we experienced
before the completion of our merger with TV Guide. In addition, because the
merger with TV Guide is being accounted for under the purchase method of
accounting, in accordance with generally accepted accounting principles, our net
income will be adversely affected by the amortization of goodwill and other
intangible assets resulting from the merger.
TV Guide Magazine, which is a significant business, has experienced significant
declines in circulation and EBITDA.
We provide TV Guide Magazine to households and newsstands and
customized monthly program guides for cable and satellite operations. TV Guide
Magazine has seen circulation decline significantly over the past several years.
The primary causes of these declines have been the continued effects of
increased competition from television listings included in local newspapers,
free television listings supplements in Sunday newspapers, electronic program
guides and other
2
<PAGE>
sources. Declines in TV Guide Magazine's circulation and EBITDA may continue,
and the declines could be significant.
Our C-band business, which is a significant business, is declining.
We market entertainment services to C-band satellite dish owners in
the United States through our approximately 80% owned subsidiary,
Superstar/Netlink Group. Superstar/Netlink Group faces significant competition
in this business and has experienced a significant decline in recent years.
Although the C-band satellite industry experienced rapid growth during the early
1990s, the C-band satellite industry is shrinking with the continued expansion
of cable systems and direct broadcast satellite services. C-band satellite
dishes are substantially larger and less attractive than direct broadcast
satellite dishes, which are small and less obtrusive. Recently enacted
legislation may permit direct broadcast satellite programmers to offer more
attractive programming than Superstar/Netlink Group. We expect the decline in
the C-band industry to continue.
In November 1999, TV Guide announced an exclusive direct broadcast
satellite marketing alliance agreement with EchoStar, Inc. to convert the
existing and inactive C-band customers of Superstar/Netlink Group to the high
power (small satellite dish) DISH Network service. Under the conversion
process, EchoStar will compensate Superstar/Netlink Group on a per subscriber
basis, both upon successful conversion and with residual payments over time. We
anticipate that implementation of this agreement will accelerate the subscriber
decline in our C-band business.
Growth of VCR Plus+ revenues may be limited.
While VCR Plus+ license fees have increased in each year since
Gemstar's inception, future growth of revenues derived from VCR Plus+ may be
limited by the fact that virtually all major VCR and television manufacturers
have licensed the VCR Plus+ technology and the fact that we have already
expanded into most major markets worldwide. Any further growth in VCR Plus+
license revenues will come only from further penetration of increasingly
saturated markets. Accordingly, our future success depends to a significant
extent upon our ability to develop, market and license emerging and new products
and services, including our interactive program guide technologies.
Leverage may impair our financial condition.
We assumed approximately $648.2 million of TV Guide long-term debt,
estimated as of March 31, 2000, as a result of the TV Guide merger. Our debt is
significant and could have a number of potential consequences such as: the
ability to obtain any necessary financing in the future for working capital,
capital expenditures, acquisitions, debt service requirements and other purposes
may be limited; a significant amount of our earnings may be dedicated to the
payment of interest on debt and therefore would be unavailable for financing
operations and other business activities; the debt level and the covenants
contained in the debt instruments could limit flexibility in planning for, or
reacting to, changes in business because certain financing options may be
limited or prohibited; the degree of leverage may be more than
3
<PAGE>
that of competitors, placing us at a competitive disadvantage; and the debt
level may make us more vulnerable in the event of a downturn in our business or
the economy in general.
Most of our long-term debt consists of $400 million of principal
amount of TV Guide senior subordinated notes due 2009. Those notes provide that
upon the occurrence of a change of control of TV Guide, the noteholders have the
right to require TV Guide to repurchase all or any part of their notes at a
price equal to 101% of the principal amount of the notes plus accrued and unpaid
interest through the repurchase date. Completion of the merger constituted such
a change of control. A notice is being sent to the noteholders notifying them
of their right to require TV Guide to repurchase the notes. We have not yet
decided whether or how we will refinance this debt.
Paper and postal price increases can materially raise our costs.
The price of paper can be a significant factor affecting TV Guide
Magazine's operating performance. We do not hedge against increases in paper
costs. The price of paper began to rise around mid-year 1994 and continued to
rise more dramatically in 1995 and early 1996. In mid-1996, paper prices began
to fall, then increased moderately in 1997 and 1998. Although we intend to
continue our use of The News Corporation Limited's bulk paper procurement
services, paper prices may increase. If paper prices do increase and we cannot
pass these costs on to our customers, the increases may have a material adverse
effect on us. Postage for product distribution and direct mail solicitations
will also be a significant expense to us. Postal rates increased in January 1999
and may increase in the future.
Our interests may diverge from those of substantial stockholders.
Liberty Media Corporation, The News Corporation Limited and Henry C.
Yuen have significant influence over our business and affairs as a result of the
stockholders agreement, their respective beneficial ownership of our common
stock, and, in Mr. Yuen's case, his officer positions. Due to the significant
value of their respective investments in Gemstar, and Mr. Yuen's role as
Chairman and Chief Executive Officer, it is unlikely that their interest would
diverge significantly from ours. Nevertheless, investor interests can in some
limited circumstances differ from each other and from other corporate interests
and it is possible that these significant stockholders with a stake in corporate
management may have interests that differ from those of other stockholders and
of Gemstar itself.
New products and rapid technological change may affect our operations.
The emergence of new entertainment products and technologies, changes
in consumer preferences and other factors may limit the life cycle of our
technologies and any future products and services we develop. Accordingly, our
future performance depends on our ability to: identify emerging technological
trends in our market; identify changing consumer needs, desires and tastes;
develop and maintain competitive technology, including new product and service
offerings; improve the performance, features and reliability of our products and
services, particularly in response to technological changes and competitive
offerings; and bring technology to the market quickly at cost-effective prices.
We cannot assure that we will be successful in developing and
marketing new products and services that respond to technological and
competitive developments and changing
4
<PAGE>
customer needs, or that such products and services will gain market acceptance
and be incorporated into the technology or products of third parties. Any
significant delay or failure in developing new or enhanced technology, including
new product and service offerings, would have a material adverse effect on our
business, financial condition and operating results.
Our interactive program guides may not be accepted by the market.
The market for our interactive program guides has only recently begun
to develop, is rapidly evolving and is increasingly competitive. Demand and
market acceptance for our interactive program guides are subject to a high level
of uncertainty and risk. We cannot predict whether, or how fast, this market
will grow. We cannot guarantee either that the market for our interactive
program guides will continue to develop or that demand for such guides can be
sustained. If the market for our interactive program guides develops more
slowly than expected or becomes saturated with competitors, our business,
financial condition and operating results will be materially and adversely
affected.
Competition for advertising expenditures could result in reductions in
advertising revenues.
We expect to derive a portion of our revenues from the sale of
advertising on our interactive program guides. But advertisers have limited
experience with this medium. Our continuing ability to generate advertising
revenue will depend upon, among other things, (i) such advertisers' acceptance
of interactive program guides as an effective and sustainable advertising
medium; (ii) the development of a large base of users of our interactive program
guides possessing demographic characteristics attractive to advertisers; and
(iii) our ability to continue to develop effective advertising delivery and
measurement systems. No standards have yet been fully implemented for the
measurement of the effectiveness of advertising on interactive program guides.
We cannot be certain that such standards will develop sufficiently to support
advertising on interactive program guides as a significant advertising medium.
Nor can we be certain that advertisers will determine that advertising on
interactive program guides is effective. In addition, adverse economic
conditions can significantly impact advertisers' ability and willingness to
spend additional amounts on advertising generally. In that regard, we compete
with media such as television stations, radio and print as well as web site
operators and broadcast and cable networks for a share of advertisers' total
advertising budgets. Competition among current and future suppliers of
interactive informational and navigational services, including current and
future Internet suppliers, high-traffic web sites as well as competition from
other media for advertising placements could result in significantly lower
prices for advertising and reductions in advertising revenues. Advertising
revenue is subject to seasonal fluctuations. Historically, advertisers have
spent less in the first and third calendar quarters.
Our business may be affected by changes in the consumer electronics market.
We derive a substantial portion of our revenues from manufacturer
license fees for our VCR Plus+ and interactive program guide technologies. Such
fees are largely assessed based on unit shipment volumes of VCRs, televisions
and other devices incorporating our technologies. Accordingly, our future
operating results are substantially dependent on continued growth in the video
entertainment products category, and any decline in sales of consumer
5
<PAGE>
electronics products employing our technologies would have an adverse impact on
our operating results. Demand for new VCRs and televisions may be adversely
affected by increasing market saturation, a decline in consumer interest due to
a lack of desirable new product features, and a decreased need for unit
replacement as the durability of consumer electronics products improves. Demand
may also be adversely affected by consumer confusion because of the status of
the broadcast industry's conversion to digital broadcast standards. Moreover,
sales of consumer electronics devices incorporating our technologies may be
adversely impacted by the emergence of new product categories and consumer
entertainment options. For example, even though our VCR Plus+ technology has
been licensed to be incorporated into DVD recorders, increased sales of non-
recording DVD players or other non-recording video entertainment devices from
cable service providers may reduce demand for our VCR Plus+ technology. The
availability of alternative home entertainment options such as the Internet may
also reduce consumer spending on VCRs and televisions.
Reliance on third-party manufacturers may affect licensing revenues.
We depend on the cooperation of third-party consumer electronics
manufacturers that incorporate our technology into their products. We do not
manufacture such hardware. Many of our license agreements do not require the
inclusion of our technology into any specific number or percentage of units
shipped by the licensees, and only a few of these agreements guarantee a minimum
licensing fee to Gemstar over their term. Accordingly, we cannot control or
predict the number of models or units shipped by any manufacturer employing our
technology. Many of the above-described license agreements may be terminated by
the manufacturer without substantial financial penalty.
Further, our interactive program guides, and related technologies and
services may not achieve market acceptance and manufacturers, service providers
and software developers may not devote resources adequate to achieve such market
acceptance. In addition, such entities may not in fact incorporate our
technologies into their products, and licensing agreements could be terminated
and, if terminated, we may not be able to negotiate alternative relationships on
commercially acceptable terms. We have little control over the number of TVs,
VCRs, DVD Recorders, TVCRs, cable set-top boxes or other products incorporating
our technologies that will be manufactured, or the amount of licensing revenues
we will receive as a result of inclusion by manufacturers licensing or
incorporating our systems.
The incorporation of the Gemstar Guide Technology into televisions,
VCRs, TVCRs, DVD Recorders, set-top boxes, integrated satellite receiver
decoders, and other hardware currently requires Gemstar-designed Application
Specific Integrated Circuits or "ASIC". We currently outsource the production
of ASICs. The development of, or the identification of alternative sources for,
ASICs could require significant lead time. An inability to provide for
sufficient quantities of ASICs could delay the incorporation of the Gemstar
Guide Technology into products, which would have a materially adverse effect on
our business. Furthermore, the suppliers of such ASICs may not successfully
produce sufficient volumes of the ASICs to ensure the timely availability of
products incorporating the Gemstar Guide
6
<PAGE>
Technology must be significantly reduced in order for consumer electronics
manufacturers to incorporate our interactive program guides in a broader range
of consumer electronics devices, including low-to-mid range televisions and
VCRs. Although we are currently attempting to reduce the number and complexity
of chips required to support our interactive program guides and realize
additional manufacturing efficiencies, the cost of the required chip sets may
not be significantly reduced. Moreover, the semiconductor industry is highly
cyclical and ASICs and memory chips are subject to unanticipated and dramatic
price volatility. Neither Gemstar nor, to our knowledge, any of our licensed
manufacturers, have long-term supply agreements. As a result, a significant
increase in the cost of ASICs and memory chips could significantly impede
adoption of our interactive program guide technologies by manufacturers.
Dependence on the cooperation of cable, television broadcasters and publications
could affect our revenues.
The Gemstar Data Delivery System, which broadcasts data necessary to
operate our interactive program guides as well as certain advanced features of
VCR Plus+, depends on the cooperation of both cable operators and television
broadcasters. We have entered into agreements with television broadcast
networks (including ABC, FOX, CBS, NBC, UPN and PBS), cable program providers
(including WGN Superstation, The Family Channel and A&E) and over 500 local
television stations to broadcast data needed to support the Gemstar Guide
Technology and the other features through the vertical blanking interval, the
unused air time between television picture frames. There can be no assurance
that these broadcasters, program providers, or local broadcast stations will
broadcast the data without error. There also can be no assurance that these
agreements will not be terminated, or upon expiration, be renewed on terms
acceptable to us or at all. Our data broadcast through the vertical blanking
interval can be, and has been in certain markets, deleted or modified by some of
the local cable systems of one large cable company, Time Warner Cable, so that
such data are degraded or unavailable to some consumers. We believe that Time
Warner's practice violated the rules and regulations of the Federal
Communications Commission and we have filed a petition with the FCC seeking a
ruling that would prohibit Time Warner from doing so. Gemstar cannot predict
what action the FCC might take, or when it will act. Time Warner has, for now,
ceased this practice pending FCC action. If the FCC acts adversely we may have
to enter into further agreements with local cable operators to ensure
retransmission of required information. We are planning to use 900 MHz paging
frequencies as a substitute for the vertical blanking interval beginning later
this year. But while the technology has been shown to work, it will require new
modules in television receivers, will take time to achieve wide-spread
distribution and will not free up the need for vertical blanking interval
delivery to legacy receivers and to receivers located in places where 900 MHz
frequencies are not available. We may not be able to reach agreements with Time
Warner (or other cable operators) on terms acceptable to Gemstar. In addition,
increased use of digital broadcast satellite or digital cable technology, which
does not involve a vertical blanking interval, would require the Gemstar Data
Delivery System to be modified to allow receipt of program data in digital form.
We purchase television program listing information from various
commercial vendors for insertion into, and dissemination through, the Gemstar
Data Delivery System. The
7
<PAGE>
quality, accuracy or timeliness of such data may not continue to meet the
standard required to provide interactive program guides satisfactory to the end
user.
The Gemstar Guide Technology that is integrated into set-top boxes
requires service providers to order new set-top boxes from manufacturers for
distribution to new and existing customers. While this market is now
accelerating, many service providers have in the past deferred purchases of new
set-top boxes partly because of their high cost and the capital spending
constraints of many cable operators. As a result, the deployment of Gemstar
Guide Technology capable hardware has been and could be further delayed. In
addition, the service providers may not accept the Gemstar Guide Technology, and
there is reason to believe that they are seeking alternatives or to develop
their own guides.
Our VCR Plus+ system relies on consumer access to PlusCode Numbers
through licensed publications that carry the PlusCode Numbers. We presently
license the PlusCode Numbers to newspapers and major television guides in VCR
Plus+ markets worldwide. The license agreements call for royalty payments to
Gemstar and have initial terms ranging from one to seven years. These
agreements may not be renewed upon expiration or, if renewed, they may not be on
terms as favorable to Gemstar as existing license agreements. In addition, we
will be dependent on the cooperation and support of publications in countries in
which we are not presently doing business in order to continue to expand the
international availability of the VCR Plus+ system.
We face competition in many areas.
We face competition from a wide range of other companies in the
communications, advertising, entertainment, information, media, Internet
services, software and technology fields. Some competitors may have greater
financial, technical, sales and marketing resources than us. The competitive
environment could have a variety of adverse effects on us. For example, it
could: require price reductions and increased spending on marketing and product
development; limit our ability to develop new products and services; limit our
ability to expand our customer base; and result in attrition in our customer
base.
Any of the foregoing events could have an adverse impact on revenues
or result in an increase in costs as a percentage of revenues, either of which
could have a material adverse effect on our business, financial condition and
operating results.
The stock price of Gemstar has been volatile, and such volatility has continued
since our merger.
The market price of Gemstar common stock has historically been
volatile. It is likely that the market price of our common stock will continue
to be subject to significant fluctuations. We believe that future announcements
concerning us, our competitors or our principal customers, including
technological innovations, new product introductions, governmental regulations,
litigation or changes in earnings estimated by analysts, may cause the market
price of our common stock to fluctuate substantially in the future. Sales of
substantial amounts of outstanding common stock in the public market could
materially adversely affect the market price of our common stock. Further, in
recent years the stock market has experienced
8
<PAGE>
extreme price fluctuation in equity securities of high technology companies.
Such price and volume fluctuations often have been unrelated to the operating
performance of those companies. These fluctuations as well as general economic,
political and market conditions, such as recessions, international currency
fluctuations, or tariffs and other trade barriers, may materially and adversely
affect the market price of our common stock.
Any infringement by us on patent rights of others could result in litigation.
Patents of third parties may have an important bearing on our ability
to offer certain of our products and services. Many of our competitors as well
as other companies and individuals have obtained, and may be expected to obtain
in the future, patents that concern products or services related to the types of
products and services we plan to offer. We cannot assure you that we will be
aware of all patents containing claims that may pose a risk of infringement by
our products and services. In addition, patent applications in the U.S. are
generally confidential until a patent is issued and so we cannot evaluate the
extent to which our products and services may be covered or asserted to be
covered by claims contained in pending patent applications. In general, if one
or more of our products or services were to infringe patents held by others, we
may be required to stop developing or marketing the products or services, to
obtain licenses to develop and market the services from the holders of the
patents or to redesign the products or services in such a way as to avoid
infringing the patent claims. We cannot assess the extent to which we may be
required in the future to obtain licenses with respect to patents held by
others, whether the licenses would be available or, if available, whether we
would be able to obtain the licenses on commercially reasonable terms. If we
were unable to obtain the licenses, we may not be able to redesign our products
or services to avoid infringement.
Risks associated with strategic relationships may affect our financial
performance.
Part of our business strategy is to enter into strategic or other
similar collaborative relationships with consumer electronics manufacturers,
service providers, software developers and other partners in order to offer
products and services to a larger customer base than could be reached through
our own sales and marketing efforts. We believe that such strategic
relationships can accelerate the market penetration of our products and
technologies, while limiting our manufacturing exposure and sales and marketing
costs. However, there can be no assurance that we will be able to expand or
maintain our existing strategic relationships or establish new strategic
relationships on commercially reasonable terms, if at all. If we are unable to
maintain our existing strategic relationships, or to establish similar strategic
relationships with respect to future products and services, we will be required
to devote substantially more resources to the distribution, sale and marketing
of our products and services. Any future inability of Gemstar to maintain our
strategic relationships or to enter into additional strategic relationships, or
the failure of one or more of our strategic relationships to result in the
development and maintenance of a market for our products and services, could
have a material adverse effect on our business, operating results and financial
condition.
9
<PAGE>
Seasonality and variability may affect our revenues and results of operations on
a quarterly or annual basis.
We experience variability in our revenues and operating results on a
quarterly basis as a result of many factors. Most importantly, as consumer
electronics manufacturers have incorporated our systems into an increasing
numbers of products and models, our license revenues have displayed seasonality
typical of the operating results of consumer electronics manufacturers.
Shipments by manufacturers of consumer electronics devices tend to be higher in
the third and fourth calendar quarters, or our second and third fiscal quarters.
However, because we generally receive license revenues within 90 days after the
end of the quarter in which the consumer electronics devices incorporating our
technology are shipped, licensing revenues are typically higher during our third
and fourth fiscal quarters. In addition, manufacturers' shipments vary from
quarter to quarter depending on a number of factors, including retail inventory
levels and retail promotional activities. As a result, we may experience
variability in our quarterly license revenues affecting period to period
comparability and performance. Our license revenues are also affected by the
volume of shipments by manufacturers. Our license agreements provide for volume
discounts based on the shipment volume in each year by a given manufacturer,
which can lower the average per unit license fee for a manufacturer over the
course of a year. We anticipate that our revenues and operating results will
also be affected by the timing of market introductions and market acceptance of
new systems. However, future systems developed by Gemstar, including our
interactive program guide and electronic books, may not ever result in
significant revenues or profits. Further, if new systems achieve market
acceptance, the timing of manufacturers' implementation and shipments is
uncertain and may result in greater variability of our quarterly and annual
operating results.
Dependence on key employees could affect our future success.
We are dependent on certain key members of our management, operations
and development staff, including Henry C. Yuen, our Chief Executive Officer, the
loss of whose services could have a material adverse effect on Gemstar.
Although we have employment contracts with such key employees, such employment
contracts would generally not restrict the employee's ability to leave Gemstar.
Furthermore, recruiting and retaining additional qualified engineering,
marketing, and operations personnel will be critical to our success. In
addition, we may not be able to recruit or retain such personnel on acceptable
terms. Failure to attract and retain key personnel could have a material
adverse effect on our business, operating results and financial condition.
Our corporate governance structure is unusual and requires stockholders and
directors to meet specified voting requirements before taking certain actions.
There is no assurance that the arrangements contained in our
certificate of incorporation or bylaws will prove to be a successful model for
managing our company.
Our bylaws provide that Henry C. Yuen is Chairman of the Board (so
long as he is a director) and Chief Executive Officer until July 2005 unless he
earlier dies or resigns or his employment is earlier terminated for disability
or for cause in accordance with his employment agreement. This bylaw
requirement can only be changed with the approval of nine of the twelve members
of the board of directors or by the affirmative vote of 66 2/3% or more of the
voting power of our common stock. It may be difficult for any such amendment to
the bylaws to be made, however, because: Mr. Yuen is entitled to select six
members of the board of directors;
10
<PAGE>
and Liberty Media Corporation and The News Corporation Limited (who collectively
beneficially own approximately 43.0% of our outstanding common stock) have each
agreed to vote their shares of our common stock for, or to use their best
efforts to cause their respective designees on the board of directors to vote
for, the election of Mr. Yuen as a director, the appointment of Mr. Yuen as
Chairman of the Board and Chief Executive Officer and the election of five other
designees of Mr. Yuen as directors. Moreover, Liberty and News Corporation, if
they voted together, would be able to prevent us from taking such actions.
Our bylaws require approval of seven of the twelve members of the
board of directors for certain itemized fundamental decisions. As a result, if
all six directors designated by Mr. Yuen or all six directors designated by
Liberty and News Corporation vote to oppose any fundamental decision identified
in the bylaws, then we will not be able to take such action.
In addition, our bylaws provide that, except for matters delegated to
board committees, matters identified in the bylaws as "fundamental decisions"
and matters that require approval by supermajority vote of stockholders, if a
matter is brought before the board of directors and if there is a tie vote with
respect to such matter, then the exclusive power to approve or disapprove that
matter will generally be exercised by the Tie-breaking Committee (of which Mr.
Yuen is the sole member) until the earlier of July 2005 and the date Mr. Yuen
ceases to be Chief Executive Officer. Thereafter, until the third annual board
of directors' meeting following (1) the date Mr. Yuen ceases to be Chief
Executive Officer or, if later, (2) July 2005, the TVG Director Committee, the
members of which are directors designated by TV Guide immediately before the
merger or their successors, will generally have the ability to resolve tie
votes.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
TV Guide's audited consolidated balance sheets as of December 31, 1999
and 1998, and the related audited consolidated statements of income, changes in
stockholders' equity and cash flows for each of the years in the three year
period ended December 31, 1999 and the related financial statement schedule are
incorporated herein by reference to TV Guide's Annual Report on Form 10-K for
the year ended December 31, 1999 (File No. 0-22662). TV Guide's unaudited
condensed consolidated balance sheet as of March 31, 2000 and the related
unaudited condensed consolidated statements of income and cash flows for the
three months ended March 31, 2000 and 1999, are incorporated herein by reference
to TV Guide's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000
(File No. 0-22662).
(b) PRO FORMA FINANCIAL INFORMATION
The pro forma financial information required by this Item 7(b) is
filed as Exhibit 99.1.
(c) EXHIBITS.
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
23.1 Consent of KPMG LLP
99.1 Unaudited Pro Forma Condensed Combined Financial Statements
</TABLE>
11
<PAGE>
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: August 10, 2000
GEMSTAR-TV GUIDE INTERNATIONAL, INC.
/s/ STEPHEN A. WEISWASSER
____________________________________
Stephen A. Weiswasser
Executive Vice President
and General Counsel
12
<PAGE>
INDEX OF EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
23.1 Consent of KPMG LLP
99.1 Unaudited Pro Forma Condensed Combined Financial Statements
</TABLE>
