<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 6, 2000
REGISTRATION NO. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
FORM S-3
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 (IRS Employer Identification Number)
Incorporation or Organization)
135 North Los Robles Avenue, Suite 800
Pasadena, California 91101
(626) 792-5700
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
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, Including Zip Code and Telephone Number, Including Area Code
of Agent for Service)
Copies to:
David A. Krinsky, Esq.
O'Melveny & Myers LLP
610 Newport Center Drive, Suite 1700
Newport Beach, California 92660
Approximate date of commencement of proposed sale to the public:
From time to time after this registration statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration number of the earlier effective
registration statement for the same offering. [_] _______
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the
Securities Act registration number of the earlier effective registration
statement for the same offering. [_] _______
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================================================================================================
Title of Each Class of
Securities to be Amount to be Proposed Maximum Offering Proposed Maximum Aggregate Amount of
Registered Registered Price Per Share (2) Offering Price (2) Registration Fee (2)
--------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock ($0.01 par 2,699,891 shares $37.9375 $102,427,115 $27,041
value per share) (1)
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</TABLE>
(1) Includes rights under our Second Amended and Restated Rights Agreement.
(2) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(c) of the Securities Act of 1933, as amended, based
upon the average high and low trading price of our common stock reported in
the Nasdaq National Market on November 29, 2000, in accordance with Rule 457(c)
under the Securities Act of 1933, as amended.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
===============================================================================
<PAGE>
THE INFORMATION IN THIS PRELIMINARY PROSPECTUS IS NOT COMPLETE AND MAY BE
CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PRELIMINARY PROSPECTUS IS NOT AN OFFER TO SELL NOR DOES IT SEEK AN OFFER TO BUY
THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
Subject to Completion, dated December 6, 2000.
PROSPECTUS
GEMSTAR - TV GUIDE INTERNATIONAL, INC.
2,699,891 SHARES OF COMMON STOCK
________________
This prospectus relates to the public offering, which is not being
underwritten, of up to 2,699,891 shares of our common stock which are held by
some of our current stockholders and may be offered and sold from time to time
by the selling stockholders for approximately 30 days following the effective
date of the registration statement of which this prospectus is a part.
The prices at which such stockholders may sell the shares will be
determined by the prevailing market price for the shares or in negotiated
transactions. We will not receive any of the proceeds from the sale of the
shares.
Our common stock is traded on the Nasdaq National Market under the symbol
"GMST". On December 4, 2000 the last reported sale price for our common stock
on the Nasdaq National Market was $40.3125 per share.
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. WE REFER YOU TO THE
DISCUSSION OF CERTAIN RISKS THAT PURCHASERS OF OUR COMMON STOCK SHOULD CONSIDER
CONTAINED IN ITEM 5 OF OUR CURRENT REPORT ON FORM 8-K/A FILED WITH THE
COMMISSION ON AUGUST 11, 2000. SEE THE SECTION ENTITLED "RISK FACTORS
BEGINNING ON PAGE 4 AND "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE."
________________
Neither the Securities and Exchange Commission nor any state securities
commission has determined whether this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
________________
The date of this prospectus is __________, 2000.
<PAGE>
No person has been authorized to give any information or to make any
representations other than those contained in this prospectus in connection with
this offering, and if given or made, such information or representations may not
be relied upon as having been authorized by Gemstar-TV Guide International, Inc.
(referred to in this prospectus as "Gemstar", "we", "us", "our", or the
"registrant"), any selling stockholder or by any other person. Neither the
delivery of this prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that information herein is correct as of
any time subsequent to the date hereof. This prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any security other than the
securities covered by this prospectus, nor does it constitute an offer to or a
solicitation of any person in any jurisdiction in which an offer or solicitation
may not lawfully be made.
TABLE OF CONTENTS
Page
----
Incorporation of Certain Documents by Reference........................... 1
Prospectus Summary........................................................ 2
Risk Factors.............................................................. 4
Forward Looking Statements................................................ 4
Use of Proceeds........................................................... 5
Selling Stockholders...................................................... 5
Plan of Distribution...................................................... 8
Legal Matters............................................................. 9
Experts................................................................... 9
Available Information..................................................... 10
i
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents which have been filed by us with the Commission
pursuant to the Exchange Act or the Securities Act of 1933, as amended, are
incorporated by reference in this prospectus:
. Our Annual Report on Form 10-K for the year ended March 31, 2000.
. Our Amended Annual Report on Form 10-K/A for the year ended March 31,
2000.
. Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2000.
. The Quarterly Report on Form 10-Q for the quarter ended June 30, 2000,
for TV Guide, Inc. (Commission File Number 0-22662).
. Our Current Report on Form 8-K filed with the Commission on July 24,
2000.
. Our Current Report on Form 8-K/A filed with the Commission on August 11,
2000.
. Our Current Report on Form 8-K/A filed with the Commission on September
6, 2000.
. Our Quarterly Report on Form 10-Q for the quarter ended September 30,
2000.
. The description of our common stock contained on pages 98 through 106
and Annex F in our Joint Proxy Statement/Prospectus on Form S-4 filed
with the Commission on February 8, 2000 and the related description of
our Rights Agreement contained in our Registration Statement on Form 8-A
filed under the Exchange Act on July 13, 1998, as amended by our Amended
and Restated Rights Agreement described on page 107 in our Joint Proxy
Statement/Prospectus on Form S-4 filed with the Commission on February
8, 2000, as further amended by our Second Amended and Restated Rights
Agreement described in our Current Report on Form 8-K filed with the
Commission on July 24, 2000.
In addition, all documents we file pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this prospectus and before
the termination of the offering of the common stock offered hereby are
incorporated herein by reference and will be a part hereof from the date of
filing of such documents.
We hereby undertake to provide without charge to each person, including any
beneficial owner, to whom a copy of this prospectus is delivered, upon the
written or oral request of any such person, a copy of any and all of the above
documents. Such requests should be addressed to 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.
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<PAGE>
PROSPECTUS SUMMARY
Because this is a summary, it does not contain all the information about us
that may be important to you. You should read the entire prospectus and the
documents incorporated by reference carefully before you decide to purchase the
shares of common stock being offered by this prospectus. You should also
carefully consider the more detailed information that is incorporated by
reference in this prospectus, including the financial statements and related
notes included in our Annual Report on Form 10-K and our Amended Annual Report
on Form 10-K/A for the year ended March 31, 2000, and our risk factors included
as Item 5 of our Current Report on Form 8-K/A filed with the Commission on
August 11, 2000.
Gemstar - TV Guide International, Inc.
On July 12, 2000, Gemstar acquired TV Guide, Inc., a Delaware corporation.
TV Guide is now a wholly-owned subsidiary of Gemstar. In connection with the
closing of the acquisition, on July 12, 2000 we changed our name to "Gemstar -
TV Guide International, Inc."
Gemstar develops, markets and licenses proprietary technologies and systems
that simplify and enhance consumers' interaction with electronics products and
other platforms that deliver video, programming information and other data. TV
Guide is a media and communications company that provides print, passive and
interactive program listings guides to households, distributes programming to
cable television systems and direct-to-home satellite providers, and markets
satellite-delivered programming to C-band satellite dish owners. We seek to
have our technologies widely licensed, incorporated and accepted as the
technologies and systems of choice by consumer electronics manufacturers,
service providers (such as owners or operators of cable systems, telephone
networks, Internet service providers, direct broadcast satellite providers,
wireless systems and other multi-channel video programming distributors),
software developers and consumers.
Our VCR Plus+ was introduced in 1990. This system is widely accepted as a
de facto industry standard for programming VCRs and is currently incorporated
into virtually every major brand of VCR sold worldwide. VCR Plus+ enables
consumers to record a television program by simply entering a proprietary code
into a VCR or television equipped with the VCR Plus+ technology. These
proprietary codes are printed next to television program listings in over 1,800
publications worldwide, with a combined circulation of over 330 million.
We have also developed and acquired a large portfolio of technologies and
intellectual property for implementing our interactive program guides which
enable consumers to navigate through, sort, select and record television
programming. These technologies have been licensed for, or incorporated into,
televisions, VCRs, TV-VCR combination units, cable set-top boxes, integrated
satellite receiver decoders, personal computers, PCTVs and Internet appliances
and interactive services provided thereon. We believe that with the increase in
programming content and number of accessible channels, our technologies will
become an increasingly important tool for assisting consumers in sorting,
selecting and recording television programming. We also believe that our
interactive program guides are an attractive vehicle for the delivery of
advertising and other content to consumers.
In January 2000, we entered the electronic book publishing business through
the acquisition of the two leading electronic book companies NuvoMedia, Inc.,
the maker of the Rocket eBook, and
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<PAGE>
SoftBook Press, Inc. the maker of the SoftBook Reader. The electronic book
publishing business, another application of our strategy of developing,
marketing and licensing proprietary technologies, supports our strategy to
enhance consumer interactivity with electronic products and provide electronic
enhancements for traditional consumer activities. We believe this business
opportunity will permit us to create a pre-eminent platform for the distribution
and sale, in a secure and protected distribution environment, of electronically
based reading material, using consumer-friendly state-of-the-art reading
devices, offering a broad range of books, magazines, newspapers and other
materials.
Through TV Guide, we provide TV Guide Magazine, the most widely circulated
paid weekly magazine in the United States, to households and newsstands. It is
printed in over 200 separate editions and had circulation of approximately 9.9
million as of September 30, 2000. In addition, we provide customized monthly
program guides for cable and satellite operators.
Through TV Guide, we supply satellite-delivered on-screen program promotion
and guide services, both nationally and internationally. Our customers are cable
television systems and other multi-channel video programming distributors. Our
services include TV Guide Channel, Sneak Prevue, TV Guide Interactive and TV
Guide Online. TV Guide Channel is a passive program listing guide that reaches
approximately 50 million households in more than 2,400 cable systems. Sneak
Prevue promotes pay-per-view movies. TV Guide Interactive provides a service
that allows television viewers to retrieve on demand continuously updated
program guide information through their cable television system. TV Guide Online
is an Internet-based program listings guide.
We also provide direct-to-home satellite services, satellite distribution
of video entertainment services and satellite transmission services for private
networks. Through Superstar/Netlink Group, we market satellite entertainment
programming to approximately 700,000 C-band direct-to-home satellite dish
owners in North America. In November 1999, we announced an exclusive direct
broadcast satellite marketing alliance agreement with EchoStar 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 own 80% of
Superstar/Netlink Group. Through UVTV, we market and distribute WGN (Chicago),
KTLA (Los Angeles) and WPIX (New York), three independent satellite-delivered
television "superstations" to cable television systems and other multi-channel
video programming distributors. WGN reaches in excess of 46 million households.
Through ODS Technologies, we market and distribute Television Games Network, a
channel launched in August 1999 that is devoted to horse racing. Our SpaceCom
subsidiary provides satellite-delivered point-to-multipoint audio and data
transmission services for various customers, including radio programmers, paging
network operators, financial information providers, news services and other
private business networks.
Our principal executive offices are located at 135 North Los Robles Avenue,
Suite 800, Pasadena, California 91101 (telephone (626) 792-5700).
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<PAGE>
RISK FACTORS
For a discussion of certain risks that purchasers of our common stock
should consider, you should refer to our Current Report on Form 8-K/A filed with
the Commission on August 11, 2000, which is incorporated by reference into this
prospectus. See "Incorporation of Certain Documents by Reference."
FORWARD-LOOKING STATEMENTS
Certain statements about Gemstar contained in this prospectus and
incorporated by reference in this prospectus, including statements containing
the words "believes" or "will", and words of similar import, constitute
"forward-looking statements" within the meaning of the federal securities laws.
These forward-looking statements involve numerous known or unknown risks,
uncertainties and other factors that may cause the actual results, performance
or achievements to be materially different from any future results, performance
or achievements expressed or implied by such forward-looking statements.
Important factors that could cause actual results to differ materially from
those in forward-looking statements, some of which are beyond the control of
Gemstar, include:
. changes in the regulation of cable television and/or satellite
industries;
. loss of the cable and/or satellite compulsory licenses provided by
federal law;
. the willingness of cable and satellite television systems to acquire and
install new equipment that will allow us effectively to market our
interactive technology;
. our ability to keep pace with technological developments to protect our
intellectual property rights and defend against claims by others
asserting infringement of their intellectual property rights;
. a reduction in demand for advertising;
. rapid technological changes;
. competition; and
. other factors referenced in our reports incorporated by reference.
Given these uncertainties, you are cautioned not to place undue reliance on
such forward-looking statements. We disclaim any obligation to update any such
factor or to publicly announce the results of any revisions to any of the
forward-looking statements contained herein to reflect future events or
developments. For a further discussion of certain risks that purchasers of our
common stock should consider, you should refer to our Current Report on Form 8-
K/A filed with the Commission on August 11, 2000, which is incorporated by
reference into this prospectus. See "Incorporation of Certain Documents by
Reference."
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<PAGE>
USE OF PROCEEDS
The proceeds from the sale of the common stock offered pursuant to this
prospectus are solely for the account of the selling stockholders. Accordingly,
we will not receive any proceeds from the sale of the shares by the selling
stockholders.
SELLING STOCKHOLDERS
The following table sets forth the number of shares of common stock
beneficially owned by each of the selling stockholders as of the date hereof,
the number of shares owned by them covered by this prospectus and the amount of
shares to be owned by each selling stockholder after the sale of all of the
shares offered by this prospectus. None of the selling stockholders will own 1%
or more of our common stock after the sale of the shares offered by this
prospectus. Except as set forth below, none of the selling stockholders has had
any position, office or other material relationship with Gemstar within the past
three years other than as a result of the ownership of the shares or other
securities of Gemstar or non-executive officer level employment. The
information included below is based on information provided by the selling
stockholders. Because the selling stockholders may offer some or all of their
shares, no definitive estimate as to the number of shares that will be held by
the selling stockholders after such offering can be provided and the following
table has been prepared on the assumption that all shares of common stock
offered hereby will be sold.
<TABLE>
<CAPTION>
Shares Shares
Beneficially Shares Owned
Name Owned Offered After Offering
----------------------------------------------------------- ------------ --------- --------------
<S> <C> <C> <C>
Arvai and Associates Profit Sharing Plan................... 1,968 1,968 0
Arvai, Frank and Nancy..................................... 6,765 6,765 0
B&N Sub Corp............................................... 379,545 379,545 0
Ballentine, Percy, II ..................................... 1,745 1,745 0
Berry, Scott A. ........................................... 1,018 1,018 0
Campbell, Judy............................................. 4,595 4,595 0
Carrico, William N. (1)................................... 2,576 2,576 0
Christopher David Sachs 1997 Irrevocable Trust,
James and Suzanne Helton Sachs, Trustees (2)............... 18,531 18,531 0
Clifford Tschetter Living Trust,
Clifford N. Tschetter, Trustee............................. 25,730 25,730 0
Coastdock & Co............................................. 184,268 184,268 0
Colombano, Marcus.......................................... 10,832 10,832 0
Colson, Tom................................................ 8,014 8,014 0
Dalton, Sharon and Stuart.................................. 1,276 1,276 0
Downs, H. Robert........................................... 270,078 270,078 0
Drew, Arthur W., Jr........................................ 1,171 1,171 0
Eberhard, Anatol & Carolyn................................. 1,649 1,649 0
Eberhard, Martin (3)....................................... 11,004 11,004 0
Edward & Deloise Ann Jordan Revocable Trust dated 7/11/94,
Deloise Ann Jordan, Trustee................................ 489,595 489,595 0
Elizabeth Jeanne Sachs 1997 Irrevocable Trust,
James and Suzanne Helton Sachs, Trustees (4)............... 18,531 18,531 0
Filoli Center.............................................. 50 50 0
Forsythe, Filomena......................................... 4,171 4,171 0
Frank Merlino Trust UA dated 10/20/94,
Frank Merlino, Trustee..................................... 8,577 8,577 0
Gene F. Straube Living Trust UA dated 5/25/89,
Gene F. Straube, Trustee .................................. 23,726 23,726 0
Graham, Kim L.............................................. 2,023 1,329 694
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Shares Shares
Beneficially Shares Owned
Name Owned Offered After Offering
----------------------------------------------------- ------------ --------- --------------
<S> <C> <C> <C>
Haesemeyer, Craig.................................... 51,942 51,942 0
Helton, Carolyn...................................... 4,106 3,500 606
Henning, Delmore J................................... 13,338 13,338 0
Herron, Matthew...................................... 11,871 11,871 0
Hodge, Anthony....................................... 7,659 7,659 0
Hodge, Gary.......................................... 7,659 7,659 0
Hodge, Michael....................................... 7,660 7,660 0
Huntoon, Gary........................................ 1,453 1,453 0
J A Heidi Roizen and David G. Mohler JTWROS.......... 5,356 5,356 0
Jessica Johanna Sachs 1997 Irrevocable Trust,
James and Suzanne Helton Sachs, Trustees (5)......... 18,531 18,531 0
John D. & Shirley D. Jorgenson Trust,
John D. and Shirley D. Jorgenson, Trustees........... 11 11 0
Jordan, Edward Jr.................................... 53,966 25,000 28,966
Jorgenson, John D.................................... 2,123 2,123 0
Katzman Revocable Trust UA dated 6/11/77 as amended,
James A. Katzman, Trustee............................ 6,013 6,013 0
Keith Schaefer Trust UA dated 5/22/96,
Keith Schaefer, Trustee.............................. 6,494 6,494 0
Klein, Douglas (6)................................... 4,710 4,710 0
Knights, Cullen John,
Ellen and C. Roy Knights as Custodians............... 8,837 8,837 0
Knights, Ellen and C. Roy............................ 8,838 8,838 0
Knights, Kristian Peter,
Ellen and C. Roy Knights as Custodians............... 8,838 8,838 0
League to Save Lake Tahoe Foundation................. 50 50 0
Lillian H. Rooney Testamentary Trust,
Leonore R. Daschbach, Trustee........................ 4,828 4,828 0
Lillybeck, Eric S.................................... 9,712 9,712 0
Lui, Tam Ping........................................ 11,897 11,897 0
Maheffey, Lloyd...................................... 2,871 2,871 0
Maruyama, Susan (7).................................. 1,180 1,180 0
Maruyama, Susan and Ken T. (8)....................... 2,591 2,591 0
Morrow, William Kenji................................ 7,308 7,308 0
Montini Family 1997 Revocable Trust UA dated 9/18/97,
Matthew J. Montini and Julie A. Montini, Co-Trustees. 2,758 2,758 0
Mott, Jack........................................... 22,109 10,717 11,392
NMS Services (Cayman) Inc............................ 24,911 24,911 0
O'Brien Family Trust U/D/T dated 7/1/92,
Bradford C. and Judith M. O'Brien, Trustees.......... 242 242 0
O'Brien, Judith M.................................... 389 389 0
Occidental College................................... 50 50 0
Palo Alto Design Group............................... 110,424 110,424 0
Palo Alto Medical Foundation......................... 25 25 0
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Shares Shares
Beneficially Shares Owned
Name Owned Offered After Offering
----------------------------------------------------------- ------------ --------- --------------
<S> <C> <C> <C>
Petters, Kristi Jordan..................................... 56,519 25,000 31,519
Pomeroy Family Trust UA dated 11/5/99,
Thomas W. and Gretchen J. Pomeroy, Trustees (9)............ 285,129 285,129 0
Preuss, Peter.............................................. 4,122 4,122 0
Quattrone Family Trust U/D/T 9/4/91,
Frank P. Quattrone and Denise A. Foderaro, Trustees........ 12,955 12,955 0
Rainer and Susan Eberhard 1997 Living Trust,
Rainer and Susan S. Eberhard, Trustees..................... 591 591 0
Remington, John D.......................................... 26,947 26,947 0
Rivlin, John............................................... 16,595 13,135 3,460
Rogind, Erik .............................................. 30,913 20,000 10,913
Rogind, Paul............................................... 16,578 16,578 0
Roizen, Heidi.............................................. 1,867 1,867 0
Roybal, Ronald J. and Cynthia.............................. 12,349 12,349 0
Roybal, Ronald J........................................... 11,797 11,797 0
Sachs, James (10).......................................... 259,618 259,618 0
Sanders, Glenn C........................................... 520 520 0
Schaefer, Keith............................................ 944 944 0
Schicha, Ralf.............................................. 7,241 7,241 0
Severo M. Ornstein & Laura E. Gould Trustees U/T/D 2/26/87. 494 494 0
Shahi Family Trust......................................... 719 719 0
Siegel, Richard............................................ 9,042 9,042 0
Stanford University........................................ 50 50 0
Successway Holdings, Ltd................................... 40,606 40,606 0
Tarpenning, Marc........................................... 33,344 33,344 0
The Hospital for Special Surgery Fund Inc.................. 26 26 0
The Loewenstern Family Community
Property Trust U/D/T 2/12/90............................... 601 601 0
Trust Established under the will of Laura Z. Dunn,
John D. Jorgenson, Trustee ................................ 2,469 2,469 0
Uyehara, Lance............................................. 17,381 17,381 0
Vuono, Alfred G. and Nancy A............................... 5,000 5,000 0
Weber Family Trust dated 1/6/89,
Eugene M. Weber, Trustee................................... 2,415 2,415 0
Wotiz, Richard............................................. 6,159 6,159 0
WS Investment Company 97B.................................. 3,497 3,497 0
Zukas, James A............................................. 12,765 12,765 0
----------- ----------- ---------
Total 2,787,441 2,699,891 87,550
=========== =========== =========
</TABLE>
(1) This stockholder was a member of the Board of Directors of NuvoMedia,
Inc., a subsidiary of Gemstar.
(2) James Sachs, trustee of this stockholder, was the Chief Executive
Officer of SoftBook Press, Inc., a subsidiary of Gemstar.
(3) This stockholder was the Chief Executive Officer of NuvoMedia, Inc., a
subsidiary of Gemstar.
(4) James Sachs, trustee of this stockholder, was the Chief Executive
Officer of SoftBook Press, Inc., a subsidiary of Gemstar.
(5) James Sachs, trustee of this stockholder, was the Chief Executive
Officer of SoftBook Press, Inc., a subsidiary of Gemstar.
(6) This stockholder was President and Chief Operating Officer of
NuvoMedia, Inc., a subsidiary of Gemstar.
(7) This stockholder was a member of the Board of Directors of NuvoMedia,
Inc., a subsidiary of Gemstar.
(8) Susan J. Maruyama was a member of the Board of Directors of NuvoMedia,
Inc., a subsidiary of Gemstar.
(9) Thomas W. Pomeroy, trustee of this stockholder, was a member of the
Board of Directors and Chief Publishing Officer of SoftBook Press,
Inc., a subsidiary of Gemstar.
(10) This stockholder was the Chief Executive Officer of SoftBook Press,
Inc., a subsidiary of Gemstar.
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<PAGE>
PLAN OF DISTRIBUTION
We are registering 2,699,891 shares of our common stock with this
prospectus on behalf of the selling stockholders named in this prospectus and
the donees and pledgees selling shares of our common stock received from a named
selling stockholder after the date of this prospectus. The selling stockholders
will act independently of us in making decisions with respect to the timing,
manner and size of each sale. We have agreed to bear all expenses in connection
with the registration of the shares of our common stock offered and being sold
by the selling stockholders. The selling stockholders will bear all brokerage
commissions and similar selling expenses, if any, attributable to sales of the
shares. Sales of shares may be effected by the selling stockholders from time
to time in one or more types of transactions (which may include block
transactions) on the NASDAQ National Market, in the over-the-counter market, in
negotiated transactions, or a combination of such methods of sale, at market
prices prevailing at the time of sale, or at negotiated prices. These
transactions may or may not involve brokers or dealers.
The selling stockholders may affect sales of shares:
. In ordinary brokerage transactions in which the broker solicits
purchasers or executes unsolicited orders, or transactions in which the
broker may acquire the shares as principal and resell the shares into
the public market in any manner permitted by the selling stockholders
under this prospectus;
. In connection with the pledge of shares registered hereunder to a
broker/dealer or other pledgee to secure debts or other obligations, and
the sale of the shares so pledged upon a default;
. Through the writing or settlement of non-traded and exchange-traded put
or call option contracts, and by means of the establishment or
settlement of other hedging transactions including forward sale
transactions. In addition, the selling stockholders may loan their
shares to broker/dealers who are counterparties to hedging transactions
and such broker/dealers may sell the shares so borrowed into the public
market.
Broker-dealers may receive compensation in the form of discounts,
concessions, or commissions from the selling stockholder and/or the purchasers
of shares for whom such broker-dealers may act as agents or to whom they sell as
principal or both (this compensation to a particular broker-dealer might be in
excess of customary commissions).
The selling stockholders and any broker-dealers that act in connection with
the sale of shares might be deemed to be "underwriters" within the meaning of
Section 2(a)(11) of the Securities Act. In this case, any commissions received
by broker dealers and any profit on the resale of the shares sold by them while
acting as principals might be deemed to be underwriting discounts or commissions
under the Securities Act. We have agreed to indemnify the selling stockholders
named in this prospectus against certain liabilities, including liabilities
arising under the Securities Act. The selling stockholders may agree to
indemnify any agent, dealer or broker-dealer that participates in transactions
involving sales of the shares against certain liabilities, including liabilities
arising under the Securities Act.
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<PAGE>
Because the selling stockholders may be deemed to be "underwriters" within
the meaning of Section 2(a)(11) of the Securities Act, the selling stockholders
will be subject to the prospectus delivery requirements of the Securities Act.
We will file a supplement to this prospectus, if required, pursuant to Rule
424(b) under the Securities Act upon being notified by a selling stockholder
that any material arrangement has been entered into with a broker/dealer for the
sale of shares through a block trade, special offering, exchange distribution or
secondary distribution or a purchase by a broker or dealer. Such supplement
will disclose:
. the name of each selling stockholder and of the participating
broker/dealer(s),
. the number of shares involved,
. the price at which such shares were sold,
. the commissions paid or discounts or concessions allowed to such
broker/dealer(s), where applicable,
. that such broker/dealer(s) did not conduct any investigation to verify
the information set out or incorporated by reference in this prospectus,
and
. other facts material to the transaction.
LEGAL MATTERS
The validity of the issuance of the common stock offered hereby has been
passed upon for us by Stephen A. Weiswasser, Executive Vice President and
General Counsel of Gemstar. Mr. Weiswasser is compensated by Gemstar as an
employee and is the holder of options to acquire shares of our common stock.
EXPERTS
The consolidated balance sheets of Gemstar and its subsidiaries, as of
March 31, 2000 and 1999 and the consolidated statements of income, shareholders'
equity and comprehensive income and cash flows for each of the years in the
three-year period ended March 31, 2000 have been incorporated by reference
herein and in the registration statement in reliance upon the report of KPMG
LLP, independent auditors, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
The consolidated financial statements and schedule of TV Guide, Inc. as of
December 31, 1999 and 1998, and for each of the years in the three-year period
ended December 31, 1999, have been incorporated by reference herein and in the
registration statement in reliance upon the report of KPMG LLP, independent
auditors, incorporated by reference herein, and upon the authority of said firm
as experts in accounting and auditing.
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<PAGE>
AVAILABLE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Commission. Those reports, proxy statements and other
information may be obtained:
. At the Public Reference Room of the Commission, Room 1024-Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549;
. At the public reference facilities at the Commission's regional offices
located at Seven World Trade Center, 13th Floor, New York, New York
10048 or Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661;
. By writing to the Commission, Public Reference Section, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549;
. At the offices of The Nasdaq Stock Market, Reports Section, 1735 K
Street, N.W., Washington, D.C. 20006; or
. From the Internet site maintained by the Commission at
http://www.sec.gov, which contains reports, proxy and information
statements and other information regarding issuers that file
electronically with the Commission.
Some locations may charge prescribed or modest fees for copies.
We have filed with the Commission a registration statement under the
Securities Act of 1933, as amended, with respect to the common stock offered
hereby. This prospectus, which is a part of the registration statement, does
not contain all the information set forth in, or annexed as exhibits to, such
registration statement, certain portions of which have been omitted pursuant to
rules and regulations of the Commission. For further information with respect
to our company and the common stock, reference is made to such registration
statement, including the exhibits thereto, copies of which may be inspected and
copied at the aforementioned facilities of the Commission. Copies of such
registration statement, including the exhibits, may be obtained from the Public
Reference Section of the Commission at the aforementioned address upon payment
of the fee prescribed by the Commission.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses in connection with this offering are as follows:
<TABLE>
<CAPTION>
AMOUNT
--------
<S> <C>
SEC Registration Fee.................................................. $27,041
Legal Fees and Expenses............................................... 55,000
Accounting Fees and Expenses.......................................... 5,000
Miscellaneous......................................................... 1,000
Total................................................................. $88,041
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Our Certificate of Incorporation and Bylaws provide for indemnification of
the officers and directors of Gemstar 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
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<PAGE>
corporation must indemnify him against the expenses which such officer or
director actually and reasonably incurred.
ITEM 16. EXHIBITS
(a) Exhibits
Exhibit Number Description
-------------- -----------
5 Opinion of Counsel as to the legality of the
securities being registered.
23.1 Consent of KPMG LLP.
23.2 Consent of KPMG LLP.
23.3 Consent of Counsel, included in the opinion filed as
Exhibit 5.
24 Power of Attorney, included in the signature page of
this Registration Statement.
ITEM 17. UNDERTAKINGS.
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; and
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the 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 the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
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<PAGE>
provided, however, that paragraphs (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 and Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for purposes 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 as 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.
(4) 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
Section 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 the 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.
(5) That, insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, 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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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Pasadena in the State of California on
December 4, 2000.
GEMSTAR-TV GUIDE INTERNATIONAL, INC.
By: /s/ Henry C. Yuen
_______________________________
Henry C. Yuen
Chairman of the Board and
Chief Executive Officer
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 attorney-in-fact, each with the power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
to this Registration Statement on Form S-3 (including post-effective amendments
or any abbreviated registration statement and any amendments thereto filed
pursuant to Rule 462(b) increasing the number of securities for which
registration is sought), and to file the same, with all exhibits thereto and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, 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 might or could do in person, hereby ratifying and confirming all
that such attorneys-in-fact and agents or any of them, or his or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Henry C. Yuen
_____________________________ Chairman of the Board, December 4, 2000
Henry C. Yuen Chief Executive Officer
and Director
(Principal Executive Officer)
/s/ Elsie Ma Leung
_____________________________ Co-President, December 5, 2000
Elsie Ma Leung Co-Chief Operating Officer,
Chief Financial Officer
and Director (Principal
Financial and Accounting
Officer)
</TABLE>
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<PAGE>
PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
_____________________________ Director December _, 2000
Robert R. Bennett
/s/ Peter C. Boylan III
_____________________________ Co-President, December 5, 2000
Peter C. Boylan III Co-Chief Operating Officer
and Director
_____________________________ Director December _, 2000
Chase Carey
/s/ George F. Carrier
_____________________________ Director December 5, 2000
George F. Carrier, Ph.D
/s/ Nicholas Donatiello, Jr.
_____________________________ Director December 4, 2000
Nicholas Donatiello, Jr.
/s/ Joachim Kiener
_____________________________ Co-President, December 5, 2000
Joachim Kiener Co-Chief Operating Officer
and Director
/s/ Douglas B. Macrae
_____________________________ President and December 5, 2000
Douglas B. Macrae Chief Executive Officer
of Video Guide, Inc.
and Director
_____________________________ Director December _, 2000
James E. Meyer
/s/ J. David Wargo
_____________________________ Director December 5, 2000
J. David Wargo
/s/ Stephen A. Weiswasser
_____________________________ Executive Vice President, December 5, 2000
Stephen A. Weiswasser, Esq. General Counsel and Director
</TABLE>
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<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
------ ----------------------
5 Opinion of Counsel
23.1 Consent of KPMG LLP
23.2 Consent of KPMG LLP
23.3 Consent of Counsel (included in Exhibit 5)
24 Power of Attorney (included in this Registration Statement under
"Signatures")
