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As filed with the Securities and Exchange Commission on February 10, 2000
Registration No. 333-77391
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
POST-EFFECTIVE AMENDMENT NO. 1 TO THE
FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
___________________
Gemstar International Group Limited
(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 of principal executive offices)
___________________
Gemstar International Group Limited 1994 Stock Incentive Plan, as Amended and
Restated
(Full title of the plan)
___________________
Stephen A. Weiswasser, Esq.
Executive Vice President and General Counsel
Gemstar International Group Limited
135 North Los Robles Avenue, Suite 800
Pasadena, California 91101
(Name and address of agent for service)
___________________
Telephone number, including area code, of agent for service: (626) 792-5700
___________________
Copy to:
David A. Krinsky, Esq.
O'Melveny & Myers LLP
610 Newport Center Drive, Suite 1700
Newport Beach, California 92660
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CALCULATION OF REGISTRATION FEE
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
- --------------------------------------------------------------------------------
Common Stock, N/A N/A N/A
$0.01 par value (1)(2)
(1)(2)
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(1) No additional securities are to be registered, and the registration fees
were paid upon filing of the original Registration Statement No. 333-77391.
Therefore, no further registration fee is required.
(2) Each share registered is accompanied by a preferred stock purchase right
pursuant to the Registrant's Amended and Restated Rights Agreement, by and
between Gemstar International Group Limited, a Delaware corporation which
is a continuation of Gemstar International Group Limited, a British Virgin
Islands corporation, and American Stock Transfer & Trust Company, a New
York company.
The Exhibit Index for this Registration Statement follows the signature page.
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GEMSTAR INTERNATIONAL GROUP LIMITED
POST EFFECTIVE AMENDMENT NO.1 TO
REGISTRATION STATEMENT ON FORM S-8
EXPLANATORY NOTE
This post-effective amendment is being filed pursuant to Rule 414 of the
Securities Act of 1933, as amended (the "Securities Act"), to reflect the change
in the place of incorporation of Gemstar International Group Limited from the
British Virgin Islands to the State of Delaware on February 9, 2000. In
accordance with Rule 414 of the Securities Act, except as expressly modified by
this post-effective amendment, Gemstar International Group Limited, a Delaware
corporation (the "Registrant"), as the successor issuer, hereby expressly adopts
the registration statement, as well as the employee benefit plan to which it
relates, of Gemstar International Group Limited, a British Virgin Islands
company ("Gemstar BVI"), as its own for all purposes of the Securities Act and
the Securities and Exchange Act of 1934, as amended (the "Exchange Act").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents originally filed with the Securities and Exchange
Commission ("Commission") by Gemstar BVI are incorporated herein by reference:
(a) Gemstar BVI's Annual Report on Form 10-K for the fiscal year ended
March 31, 1999, filed with the Commission on June 29, 1999;
(b) Gemstar BVI's Quarterly Reports on Forms 10-Q for the quarterly
periods ended June 30, 1999 and September 30, 1999, filed with the
Commission on August 16, 1999 and November 15, 1999, respectively;
(c) Gemstar BVI's Current Reports on Forms 8-K for event dates October 4,
1999 and January 10, 2000, filed with the Commission on February 8,
2000 and January 25, 2000, respectively; and
(d) The description of Gemstar BVI's Ordinary Shares contained in Gemstar
BVI's Registration Statement on Form F-1 dated April 15, 1996, and any
amendment or report filed for the purpose of updating such description
and the Certificate of Incorporation of the Registrant which appeared
as Annex B to the Proxy Statement for the Special Meeting of
Stockholders to be held on March 17, 2000.
All documents subsequently filed by the Registrant 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
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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 the prospectus 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.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Subject to any limitations in Gemstar BVI's Memorandum of Association or
Articles of Association, British Virgin Islands law allows a corporation to
indemnify, against all expenses, judgments, fines and amounts paid in settlement
and reasonably incurred, any person who (1) is or was a party or is threatened
to be made a party to any threatened, pending or completed proceedings by reason
of the fact that the person is or was a director, officer or liquidator of the
company or (2) is or was, at the company's request, serving as a director,
officer or liquidator of, or in any other capacity is or was acting for, another
entity; provided, however, that such person acted honestly and in good faith
with a view to the best interests of the company and, in the case of criminal
proceedings, had no reasonable cause to believe that his or her conduct was
unlawful. Gemstar BVI's Articles of Association require the company to
indemnify any person referred to in the preceding sentence if such person has
been successful in defending any proceeding of the type described in the
preceding sentence, regardless of whether such person acted honestly and in good
faith with a view to the best interests of the company and, in the case of
criminal proceedings, had reasonable cause to believe that his or her conduct
was unlawful.
Section 102(b)(7) of the Delaware General Corporation Law permits a
Delaware corporation to limit the personal liability of its directors in
accordance with the provisions set forth therein. The Registrant's Certificate
of Incorporation provides that the personal liability of its directors shall be
limited to the fullest extent permitted by applicable law. Section 145 of the
Delaware General Corporation Law contains provisions permitting corporations
organized thereunder to indemnify directors, officers, employees or agents
against expenses, judgments and fines and amounts paid in settlement actually
and reasonably incurred and against certain other liabilities in connection with
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that such
person was or is a director, officer, employee or agent of the corporation. The
Registrant's Certificate of Incorporation provides for indemnification of
directors and officers to the fullest
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extent permitted by applicable law. The Registrant's Bylaws provide that the
Registrant shall indemnify to the fullest extent permitted by law members of the
board of directors and officers of the Registrant and their respective heirs,
personal representatives and successors in interest for or on account of any
action performed on behalf of the Registrant.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
See the attached Exhibit Index that follows the signature page.
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 the Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(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; 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;
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 by
the registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the 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; and
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(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 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.
(c) 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 Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Pasadena, State of
California, on February 8, 2000.
By: /s/ Henry C. Yuen
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Henry C. Yuen
Chief Executive Officer and President
Pursuant to the requirements of the Securities Act, this Post-Effective
Amendment No. 1 to the Registration Statement has been signed below by the
following persons in the capacities and on the dates noted below.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Henry C. Yuen Chief Executive Officer, February 8, 2000
- ----------------------------- President and Director
Henry C. Yuen (Principal Executive Officer)
* Chief Financial Officer and February 8, 2000
- ----------------------------- Director (Principal Financial
Elsie Ma Leung and Accounting Officer)
- ----------------------------- Director February 8, 2000
Thomas L.H. Lau
* Director February 8, 2000
- -----------------------------
George Carrier
* Director February 8, 2000
- -----------------------------
Teruyuki Toyama
* Director February 8, 2000
- -----------------------------
Perry A. Lerner
</TABLE>
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<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Director February 8, 2000
- -----------------------------
Douglas B. Macrae
* Director February 8, 2000
- -----------------------------
James E. Meyer
/s/ Stephen A. Weiswasser Director February 8, 2000
- -----------------------------
Stephen A. Weiswasser
*By: /s/ Henry C. Yuen
-----------------------------
Henry C. Yuen
Chief Executive Officer
and President, as attorney-
in-fact for the persons
named above
</TABLE>
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------ ----------------------
4.1 Gemstar International Group Limited 1994 Stock Incentive Plan, as
Amended and Restated*
5. Opinion of O'Melveny & Myers LLP
(opinion re legality)
23.1 Consent of KPMG LLP
(independent accountants' consent)
23.2 Consent of Deloitte & Touche LLP
(independent auditors' consent)
23.3 Consent of Counsel (included in Exhibit 5)
24.1 Powers of Attorney*
______________
*Previously filed with the initial Registration Statement on April 29, 1999
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EXHIBIT 5
February 8, 2000
OUR FILE NUMBER
301,537-37
MAIN TELEPHONE NO.
949-760-9600
Gemstar International Group Limited
135 North Los Robles Avenue
Suite 800
Pasadena, California 91101
Re: Post-Effective Amendment No. 1 to the Registration Statement on
Form S-8 of Gemstar International Group Limited, a Delaware
corporation (the "Company")
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Ladies and Gentlemen:
At your request, we have examined the Post-Effective Amendment No. 1
to the Registration Statement on Form S-8 (Registration No. 333-77391) to be
filed with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of 10,900,000 shares
of Common Stock, $0.01 par value per share, of the Company (the "Common Stock"),
to be issued pursuant to the Gemstar International Group Limited 1994 Stock
Incentive Plan, as Amended (the "Plan"). We have examined the proceedings
heretofore taken and to be taken in connection with the authorization of the
Plan and the Common Stock to be issued pursuant to and in accordance with the
Plan.
Based upon such examination and upon such matters of fact and law as
we have deemed relevant, we are of the opinion that the Common Stock has been
duly authorized by all necessary corporate action on the part of the Company
and, when issued in accordance with such authorization, the provisions of the
Plan and relevant agreements duly authorized by and in accordance with the terms
of the Plan, will be validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement.
Respectfully submitted,
/s/ O'Melveny & Myers LLP
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[LETTERHEAD OF KPMG]
Independent Accountants' Consent
The Board of Directors
Gemstar International Group Limited
We consent to the incorporation by reference in the Post-Effective Amendment No.
1 to the Registration Statements (Nos.333-77391, 333-05304, 333-06886) on
Form S-8 of Gemstar International Group Limited of our report dated May 9, 1999,
with respect to the consolidated balance sheets of Gemstar International Group
Limited and subsidiaries as of March 31, 1999 and 1998, and the related
consolidated statements of operations, shareholders' equity and cash flows for
each of the years in the three-year period ended March 31, 1999, which report is
included in Gemstar International Group Limited's Annual Report on Form 10-K for
the year ended March 31, 1999.
/s/ KPMG LLP
Los Angeles, California
February 9, 2000
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[LETTERHEAD OF DELOITTE & TOUCHE]
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 to Registration Statement No. 333-77391 on Form S-8 of Gemstar
International Group Limited ("Gemstar") of our report dated March 7, 1997,
relating to the statement of operations of StarSight Telecast, Inc.
("StarSight") and the related statements of shareholders' equity and cash flows
for the year ended December 31, 1996, not presented separately therein, prior to
restatement to conform StarSight's accounting policies and fiscal year to those
of Gemstar, which report is included in Gemstar's Annual Report on Form 10-K for
the year ended March 31, 1999.
/s/ DELOITTE & TOUCHE LLP
San Francisco, California
February 9, 2000
