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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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) January 10, 2000
GEMSTAR INTERNATIONAL GROUP LIMITED
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(Exact name of registrant as specified in charter)
British Virgin Islands 0-26878 N/A
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(State or other (Commission (IRS employer
jurisdiction of file number) identification
incorporation) number)
135 North Los Robles Avenue, Suite 800, Pasadena, California 91101
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(Address of principal executive offices)
(626) 792-5700
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report)
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ITEM 2. Acquisition of Assets.
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On January 18, 2000 Gemstar International Group Limited announced the
acquisitions through merger of two eBook companies, NuvoMedia, Inc. and SoftBook
Press, Inc. A copy of the press release relating to the mergers is attached as
an exhibit and incorporated herein by reference.
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ITEM 7. EXHIBITS
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Exhibit No. Name of Item Page No.
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99.1 Press Release of Gemstar International Group
Limited, dated January 18, 2000, relating to
the acquisition through merger of each of
NuvoMedia, Inc. and SoftBook Press, Inc.
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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 thereunto duly authorized.
GEMSTAR INTERNATIONAL GROUP LIMITED
Date: January 24, 2000 By: /s/ Elsie Leung
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Name: Elsie Leung
Title: Chief Financial Officer
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[LOGO OF GEMSTAR INTERNATIONAL GROUP LIMITED]
FOR IMMEDIATE RELEASE
January 18, 2000
CONTACT: Elsie Leung, Chief Financial Officer
Linda Lloyd da Silva, Investor Relations
Gemstar International Group Limited
626.792.5700
GEMSTAR ENTERS ELECTRONIC BOOK BUSINESS THROUGH ACQUISITION OF NUVOMEDIA, INC.
AND SOFTBOOK PRESS, INC.
PASADENA, CALIFORNIA - (January 18, 2000) -- Gemstar International Group
Limited (NASDAQ:GMST) today announced its plan to enter the electronic book
business through the acquisition of the two leading eBook companies,
NuvoMedia(R), Inc. of Mountain View, California, maker of the Rocket eBook(TM)
(www.rocket-ebook.com), and SoftBook(R) Press, Inc. (www.softbook.com) of Menlo
Park, California, maker of the SoftBook(R) Reader. Both acquisitions are
stock-for-stock transactions and closed last week. The transactions will be
accounted for as a pooling of interests. The total number of shares issued for
the two entities is less than 3% of Gemstar's fully diluted shares, without
giving effect to Gemstar's pending merger with TV Guide, Inc. The combined
revenues of the two entities for the past 12 months were not material. NuvoMedia
has approximately 50 employees, and SoftBook Press has approximately 80
employees. Senior management of both entities have entered into long-term
employment agreements with Gemstar, and there are no plans for any reduction in
work force because of the business and technology development needs in this
business sector.
Gemstar plans to launch a massive consumer awareness campaign later this
year for the introduction of NuvoMedia's and SoftBook Press' new products, and
for establishing electronic reading devices as a staple consumer product.
"Gemstar's goal has always been to make technology consumer-friendly. We
are excited to offer consumers yet another convenience associated with the
latest technology and information revolution," said Henry C. Yuen, chairman and
chief executive officer of Gemstar. "Next to watching television, reading is
America's most favorite past-time. We believe that Gemstar, NuvoMedia and
SoftBook collectively will be in a good position to provide the best technology,
broadest distribution and the most-consumer-friendly devices to consumers for
enhancing their
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reading experience and hence, the enjoyment of their leisure time. We
intend to work hard to bring forward the time frame predicted by Steve Levy in
his January 4, 2000 Newsweek article entitled `It's time to turn the last page,'
that within 20 years, 90% of reading materials will be distributed on electronic
media."
"The key to electronic publishing is the issue of content security.
NuvoMedia and SoftBook have both created patented secure distribution and
reading systems to ensure that publishers and authors will not have their works
pirated. The fact that best-selling authors such as Stephen King, Arthur Golden
and Frank McCourt agree to electronically distribute their works on our systems
is strong testimony to the confidence in our proprietary electronic rights
management systems," commented Martin Eberhard, CEO and co-founder of NuvoMedia.
"Our combined technologies will further broaden our content distribution
capabilities and make our systems attractive for secured distribution of digital
music, another rapidly growing electronic content market in need of a solution.
We believe that our devices will also serve as the means by which music
publishers will release their major titles electronically as the book publishers
are doing today."
"Gemstar, NuvoMedia and SoftBook all believe that electronic books are the
future of reading and content distribution, whether it is a best seller novel,
magazine, newspaper or a business document. eBooks have the potential to change
the lives of students, professionals and businessmen as well as recreational
readers, and can significantly improve the efficiency of organizations which
regularly handle large amounts of information," said James Sachs, CEO and
co-founder of SoftBook Press. "The combination of SoftBook Press with Gemstar
and NuvoMedia will catapult the eBook category from a novelty to a necessity and
help realize the vision that we outlined at the inception of the first eBook -
to make it a ubiquitous reading device."
NuvoMedia and SoftBook Press currently have content-distribution agreements
and proven copyright-protection distribution systems in place with virtually
every major publisher in the United States, including Simon and Schuster, Random
House, HarperCollins, St. Martin's Press, McGraw-Hill, MacMillan Publishing,
Doubleday, Ballantine, Fireside and many more. In addition, NuvoMedia and
SoftBook Press have relationships with many leading United States
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newspaper and periodical publishers, including: Bloomberg News, Time, Newsweek,
Fortune, Money, New York Times, The Wall Street Journal Interactive Edition, and
Washington Post.
The Rocket eBook and SoftBook Reader have won numerous design and systems
awards. Both companies have been leaders in the Open eBook initiative, an open
standard that provides publishers a single specification for the preparation of
electronic publications for electronic reading devices. On November 9, 1999,
NuvoMedia and SoftBook Press developed a draft of an "Open eBook File Format"
specification. Designed to enhance the Open eBook (OEB) Publication Structure
1.0, the OEB File Format specifies how multiple files of a digital publication
can be combined into the single file necessary for electronic delivery. The
proposal will result in a standardized common PC file format.
NuvoMedia, Inc.was founded in 1997. The Rocket eBook, launched in 1998, is
a 22-oz., paper-back sized, handheld electronic reading device with a 4.5" x
3.0" LCD back-lit touch-sensitive screen capable of holding up to 55,000 pages
of text and graphics, with a battery life of up to 40 hours of continuous usage.
Delivering books and periodicals over the Internet using encryption and a secure
system ensures copyright protection for all participating publishers. NuvoMedia
is the leading provider of trade titles for the consumer electronic book market.
Using the Rocket eBook System(TM), readers can purchase and download content,
which is currently in excess of 3,000 titles and growing, anywhere in the world
on a number of sites, including bn.com on AOL (keyword:bn) (barnesandnoble.com),
www.powells.com (Powell's Books), and www.ecampus.com (e-Campus Books).
SoftBook Press, Inc. was founded in 1996. It launched the SoftBook Reader
in 1998, a 2.9 lbs. magazine-sized, hand-held electronic reading device with a
8-by-6 touch-sensitive screen capable of storing up to 85,000 pages of text and
gray-scale graphics, a battery-life of 5 hours continuous reading, and a
built-in modem and Ethernet allowing it to download books, newspapers and other
magazines without the need for a personal computer. Because of its large viewing
area and built-in connectivity, SoftBook Press is well positioned to distribute
magazines and newspapers as well as over 1,700 titles of books from a long list
of publishers. SoftBook Press has also captured the leading position for
supplying electronic reading devices to meet enterprise needs.
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Gemstar develops, markets and licenses proprietary technologies and systems
aimed at making technology user-friendly for consumers. Gemstar's technology and
intellectual property are licensed to major companies in the
consumer-electronics, satellite, cable and personal computer industries,
including Aiwa, Akai, America Online (AOL), Americast, Cox, Daewoo, Funai, GTE,
Hitachi, Hughes Network Systems, JVC, LG Electronics (Goldstar), Matsushita
(Panasonic, Quasar), Microsoft Corporation, Mitsubishi, Orion, Philips
(Magnavox, Philips), Quadravision, Samsung, Sharp, Shintom, Sony, Southern New
England Telephone, Thomson Multimedia (GE, Proscan, RCA, Thomson), Toshiba,
Uniden, US West and Zenith. Gemstar has more than 85 issued U.S. patents in the
general area of audio-visual technologies with over 1,850 claims, and over 90
issued foreign patents. The Company continues to pursue a worldwide
patent-prosecution program and has more than 110 pending U.S. patent
applications and more than 300 pending foreign patent applications.
Gemstar is a leading provider of electronic program guide services, which
allow a user to view a television program guide on screen, obtain details about
a show, sort shows by themes or categories, and select shows for tuning or
recording, all through the remote control. In the United States, data for
Gemstar's electronic program guide services are carried on the ABC, Fox, CBS,
NBC, UPN and PBS networks. Gemstar's electronic program guide has been built
into a number of models of new televisions, VCRs and TV/VCR combination units.
Gemstar's electronic program guide is also licensed to cable, telco and MMDS
service providers, and has been integrated into direct broadcast satellite
receivers, digital and advanced analog cable set-top boxes, PCTV and other
Internet devices and computer operating systems such as Windows 98.
Gemstar's VCR Plus+(R) instant programming system is a world standard for
VCR programming. The VCR Plus+ system allows a user to record a television show
simply by entering a number - the PlusCode(R) number - printed in television
program guides. The PlusCode numbers are published by more than 1,800 newspapers
and television program guides worldwide, with a combined circulation of over 330
million. The VCR Plus+ system has been licensed to virtually every major
television and VCR manufacturer and is now available in 40 countries and on six
continents, including the United States, Canada, the United Kingdom,
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continental Europe, Japan, Southeast Asia, Australia, New Zealand, South America
and South Africa.
On October 4, 1999, Gemstar announced that it had entered into a merger
agreement with TV Guide, Inc. (NASDAQ:TVGIA) in a stock-for-stock purchase
transaction under which TV Guide will become a wholly owned subsidiary of
Gemstar. The transaction is expected to close in the second quarter of 2000
subject to governmental approval.
Except for historical information contained here, the matters discussed in
this news release contain forward-looking statements that involve risks and
uncertainties, including the timely availability and acceptance of new products,
the impact of competitive products and pricing, the management of growth, and
the other risks detailed from time to time in the Company's Securities and
Exchange Commission reports, including the reports on Form 10-K and Form 10-Q.
EDITORS: GUIDE Plus+, VCR Plus+ and PlusCode are trademarks of Gemstar.
Other product names used herein are for identification purposes only and may be
trademarks of their respective companies.
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