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As filed with the Securities and Exchange Commission on August 30, 2000
Registration No. 333-96407
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
POST EFFECTIVE AMENDMENT NO. 2
ON FORM S-8
TO FORM S-4 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933*
___________________
GEMSTAR-TV GUIDE INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
___________________
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
(Address, Including Zip Code, of Principal Executive Offices)
___________________
TV Guide, Inc. Equity Incentive Plan
(Full Title of the Plan)
___________________
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
(626) 792-5700
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)
COPY TO:
David A. Krinsky, Esq., O'Melveny & Myers LLP
610 Newport Center Drive, Suite 1700
Newport Beach, California 92660
(949) 760-9600
___________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title Of Amount Offering Aggregate Amount Of
Securities To Be Price Offering Registration
To Be Registered Registered Per Unit Price Fee
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<S> <C> <C> <C> <C>
Common Stock, 7,288,305(1)(2) (3) (3) (3)
par value $0.01 shares
per share
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</TABLE>
(1) This Registration Statement covers, in addition to the number of shares of
Common Stock, par value $0.01 per share (the "Common Stock"), of Gemstar-TV
Guide International, Inc. (formerly Gemstar International Group Limited)
(the "Company") stated above, options and other rights to purchase or
acquire the shares of Common Stock covered by the Prospectus and, pursuant
to Rule 416(c) under the Securities Act of 1933, as amended (the
"Securities Act"), an additional indeterminate number of shares, options
and rights which by reason of certain events specified in the TV Guide,
Inc. Equity Incentive Plan (the "Plan") may become subject to the Plan. The
number of shares to be registered is based upon the number of shares of
class A common stock of TV Guide, Inc. that were available for issuance or
delivery pursuant to the Plan before the effective time of the merger
multiplied by the exchange ratio in the merger, as described in more detail
in the Explanatory Note herein.
(2) Each share of Common Stock is accompanied by a preferred stock purchase
right pursuant to the Company's Second Amended and Restated Rights
Agreement, by and between the Company and American Stock Transfer & Trust
Company, a New York company, as rights agent.
(3) The proposed offering price was calculated and the registration fee was
previously paid by the Company in connection with the Company's
Registration Statement on Form S-4 filed with the Securities and Exchange
Commission (the "Commission") on February 8, 2000, as amended by Post
Effective Amendment No. 1 to the Registration Statement on Form S-4 filed
with the Commission February 9, 2000 (Registration No. 333-96407) (the
"Form S-4 Registration Statement").
* Filed as a Post-Effective Amendment on Form S-8 to the Form S-4 Registration
Statement pursuant to the procedure described herein -see "Explanatory Note."
The Exhibit Index for this Registration Statement is at page 8.
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EXPLANATORY NOTE
The Company hereby amends its Form S-4 Registration Statement by filing
this Post-Effective Amendment No. 2 on Form S-8 relating to up to 7,288,305
shares of Common Stock available for issuance or delivery pursuant to the
provisions of the Plan, which was assumed by the Company as described below.
Pursuant to the Agreement and Plan of Merger dated as of October 4, 1999
among Gemstar International Group Limited, G Acquisition Subsidiary Corp. and TV
Guide, Inc., as amended on February 7, 2000 (the "Merger Agreement"), each share
of common stock of TV Guide, Inc. issued and outstanding immediately prior to
the effective time of the merger described in the Merger Agreement was converted
into the right to receive 0.6573 shares of Common Stock.
Before the merger, 11,088,248 shares of TV Guide, Inc. class A common stock
were available for issuance or delivery in respect of stock options outstanding
under the Plan. Such options were converted and assumed by the Company in
connection with the merger. The shares of Common Stock registered by the Company
on the Form S-4 Registration Statement included 7,288,305 shares of Common Stock
to be available for issuance or delivery under the Plan after the effective time
of the merger (such number of shares determined after giving effect to the
0.6573 conversion ratio in the merger).
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The document(s) 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 Securities Act Rule 428(b)(1). Such documents need not be filed
with the Commission either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Securities Act Rule 424.
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.
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents of the Company filed with the Commission are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for its fiscal year ended
March 31, 2000, as amended by the Company's Annual Report on Form 10-
K/A filed with the Commission on July 31, 2000;
(b) The Company's Quarterly Report on Form 10-Q for its quarterly period
ended June 30, 2000;
(c) The Company's Current Report on Form 8-K filed with the Commission on
July 24, 2000 and the Company's Amended Current Report on Form 8-K/A
filed with the Commission on August 11, 2000; and
(d) The description of the Company's common stock contained on pages 98
through 106 and Annex F in the Company's Joint Proxy
Statement/Prospectus on Form S-4 filed with the Commission on February
8, 2000 and the related description of the Company's Rights Agreement
contained in the Company's Registration Statement on Form 8-A filed
under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), on July 13, 1998, as amended by the Company's Amended and
Restated Rights Agreement described on page 107 in the Company's Joint
Proxy Statement/Prospectus on Form S-4 filed with the Commission on
February 8, 2000, as further amended by the Company's Second Amended
and Restated Rights Agreement described in the Company's Current
Report on Form 8-K filed with the Commission on July 24, 2000.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the 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 Common Stock is registered pursuant to Section 12 of the Exchange Act,
and, therefore, the description of securities is omitted.
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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 or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided such 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 at page 8.
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;
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(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this Registration Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
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 with or furnished
to the Commission by the registrant pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in this 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.
(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 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 this 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.
(h) 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 29th day of
August, 2000.
By: /s/ Henry C. Yuen
____________________________
Henry C. Yuen
Chairman of the Board 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 any of them individually, or his or her
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.
Signature Title Date
--------- ----- ----
/s/ Henry C. Yuen August 29, 2000
_________________________ Chairman of the Board, Chief
Henry C. Yuen Executive Officer and Director
(Principal Executive Officer)
/s/ Elsie Ma Leung August 29, 2000
_________________________ Chief Financial Officer,
Elsie Ma Leung Co-President, Co-Chief
Operating Officer and Director
(Principal Financial and
Accounting Officer)
_________________________ Director
Robert R. Bennett
/s/ Peter C. Boylan III August 29, 2000
_________________________ Co-President, Co-Chief
Peter C. Boylan III Operating Officer and Director
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Signature Title Date
--------- ----- ----
________________________ Director
Chase Carey
/s/ George F. Carrier
------------------------ Director August 26, 2000
George F. Carrier
________________________ Director
Nicholas Donatiello, Jr
________________________ Co-President, Co-Chief
Joachim Kiener Operating Officer and
Director
/s/ Douglas B. Macrae
________________________ Director August 29, 2000
Douglas B. Macrae
/s/ James E. Meyer
------------------------ Director August 28, 2000
James E. Meyer
/s/ J. David Wargo
------------------------- Director August 28, 2000
J. David Wargo
/s/ Stephen A. Weiswasser August 28, 2000
-------------------------- Executive Vice President,
Stephen A. Weiswasser General Counsel and Director
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
------ ----------------------
4. TV Guide, Inc. Equity Incentive Plan.
5. Opinion of Company counsel (opinion re legality).
23.1 Consent of KPMG LLP (consent of independent auditor).
23.2 Consent of Company counsel (included in Exhibit 5).
24. Power of Attorney (included in this Registration Statement under
"Signatures").
