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As filed with the Securities and Exchange Commission on February 9, 2000
Registration No. 333-96407
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
(POST-EFFECTIVE AMENDMENT NO. 1)
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GEMSTAR INTERNATIONAL GROUP LIMITED
(Exact name of registrant as specified in its charter)
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Delaware 3651 95-4782077
(State or other jurisdiction of (Primary Standard (I.R.S. Employer
incorporation or organization) Industrial Identification No.)
Classification Code Number)
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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)
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Stephen A. Weiswasser, Esq.
Executive Vice President and General Counsel
Gemstar International Group Limited
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)
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Copies to:
David A. Krinsky, Esq. Elizabeth Markowski, Francis R. Wheeler, Esq.
J. Jay Herron, Esq. Esq. Holme Roberts & Owen LLP
Karen K. Dreyfus, Esq. Baker & Botts, L.L.P. 1700 Lincoln, Suite 4100
O'Melveny & Myers LLP 599 Lexington Avenue, Denver, Colorado 80203
610 Newport Center Suite 2900 (303) 861-7000
Drive, 17th Floor New York, New York
Newport Beach, 10022-6030
California 92660 (212) 705-5000
(949) 760-9600
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Approximate date of commencement of proposed sale to the public. With
respect to the shares relating to the domestication of Gemstar International
Group Limited, a British Virgin Islands corporation, as a domestic corporation
under the laws of the State of Delaware, upon the effective date of the
domestication. With respect to the shares to be issued in connection with the
merger of a subsidiary of the Registrant with and into TV Guide, Inc. ("TV
Guide"), as soon as practicable after the completion of the merger.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount Maximum Maximum Amount of
Title of each Class of to be Offering Price Aggregate Registration
Securities to be Registered Registered(1) Per Share(2) Offering Price Fee(2)(3)
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Common Stock, par value $.01 per
share............................... 414,245,832 shares Not Applicable $20,063,412,141(2) $5,296,741
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Preferred Stock Purchase Rights...... 414,245,832 rights (4) (4) (4)
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(1) The number of shares of common stock, par value $.01 per share ("Gemstar
common stock"), with Preferred Stock Purchase Rights, issuable by the
Registrant (a) upon conversion of the currently outstanding ordinary shares
of Gemstar International Group Limited, a British Virgin Islands
corporation upon its domestication as a corporation under the laws of the
State of Delaware, (b) upon completion of the merger of a subsidiary of the
Registrant with and into TV Guide, Inc. ("TV Guide"), and (c) upon exercise
of TV Guide options which will be converted into options to purchase
Gemstar common stock in connection with the merger.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(f)(1) and Rule 457(c) based on the sum of (1)
$13,261,702,215, which represents the product of (A) $64.125, the average
of the reported high and low sales prices of a share of Gemstar common
stock on the Nasdaq National Market on February 7, 2000 and (B)
206,810,171, the maximum number of shares of Gemstar common stock that may
be converted in the domestication, (2) $6,075,491,971, which represents the
product of (A) $36.6875, the average of the reported high and low sales
prices of a share of TV Guide Class A common stock on the Nasdaq National
Market on February 7, 2000 and (B) 165,601,144, the maximum number of
shares of TV Guide Class A common stock, including shares issuable upon
exercise of outstanding options to purchase TV Guide Class A common stock,
that may be received in the merger and (3) $726,217,955, which represents
the book value of the 149,986,352 outstanding shares of TV Guide Class B
common stock at December 31, 1999.
(3) The total registration fee of $5,296,741 has been previously paid in
connection with filings by Gemstar and TV Guide on December 2, 1999 of
preliminary proxy materials in connection with the merger and by Gemstar on
February 8, 2000 in connection with this registration statement.
(4) The Preferred Stock Purchase Rights of Gemstar initially are carried and
traded with the shares of the Gemstar common stock being registered hereby.
Value attributable to such Preferred Stock Purchase Rights, if any, is
reflected in the market price of the Gemstar common stock.
--------------
The Registrant hereby amends this Registration Statement of 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.
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The proxy statement/prospectus previously filed with this registration
statement is contained in the registration statement on form S-4 filed on
February 8, 2000. This post-effective amendment no. 1 is being filed to comply
with the undertaking contained on the signature page of such registration
statement, and to reflect the domestication of Gemstar International Group
Limited, a British Virgin Islands corporation, as a domestic corporation under
the laws of the State of Delaware effective as of February 9, 2000.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers.
Subject to any limitations in a corporation'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'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. Gemstar'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.
Gemstar's Certificate of Incorporation provides for indemnification of
directors and officers to the fullest extent permitted by applicable law.
Gemstar's new Bylaws provide that Gemstar shall indemnify to the fullest extent
permitted by law members of the board of directors and officers of Gemstar and
their respective heirs, personal representatives and successors in interest for
or on account of any action performed on behalf of Gemstar.
Item 21. Exhibits and Financial Statement Schedules.
(a) Exhibits
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2.1 --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 (Included as Annex A to the
Joint Proxy Statement/Prospectus filed as part of this Registration
Statement)
3.1 --Amended and Restated Memorandum of Association of Gemstar International
Group Limited (Incorporated by reference to Form F-1 Registration
Statement of Gemstar International Group Limited (33-79016), which was
declared effective on October 10, 1995) (Further amendments were filed
in connection with Gemstar's report on Form 8-K on July 13, 1998)
3.2 --Amended and Restated Articles of Association of Gemstar International
Group Limited (Incorporated by reference to Form F-1 Registration
Statement of Gemstar International Group Limited (33-79016), which was
declared effective on October 10, 1995) (Further amendments were filed
in connection with Gemstar's report on Form 8-K on July 13, 1998)
3.3 --Form of Certificate of Incorporation of Gemstar International Group
Limited (Included as Annex B to the Joint Proxy Statement/Prospectus
filed as part of this Registration Statement)
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3.4 --Form of Bylaws of Gemstar International Group Limited*
3.5 --Form of Bylaws of TV Guide International, Inc. (formerly Gemstar
International Group Limited) (Included as Annex C to the Joint Proxy
Statement/Prospectus filed as part of this Registration Statement)
4.1 --Rights Agreement, dated as of July 10, 1998, between Gemstar
International Group Limited and American Stock Transfer & Trust
Company, as Rights Agent (including as an exhibit thereto the terms
of the designated Junior Participating Preference Shares)
(Incorporated by reference to Exhibit 2 to the Registration
Statement on Form 8-A dated July 13, 1998 and filed with the
Securities and Exchange Commission)
4.2 --Amended and Restated Rights Agreement, by and between Gemstar
International Group Limited, a Delaware corporation which is the
continuation of Gemstar International Group Limited, a British
Virgin Islands corporation, and American Stock Transfer & Trust
Company, a New York company*
4.3 --Rights Amendments (Incorporated by reference to Exhibit 99.15 to
Gemstar's Form 8-K, filed February 8, 2000)
5.1 --Opinion of O'Melveny & Myers LLP*
5.2 --Opinion of Potter Anderson & Corroon LLP*
8.1 --Opinion of O'Melveny & Myers LLP*
8.2 --Opinion of Baker Botts L.L.P.*
10.1 --Patent Assignment Agreement, dated as of March 15, 1994, between
Gemstar Development Corporation and Roy J. Mankovitz (Confidential
treatment requested) (Incorporated by reference to Form F-1
Registration Statement of Gemstar International Group Limited (33-
79016), which was declared effective on October 10, 1995)
10.2 --Contract Engineering Agreement (undated) between Hilite, Inc. and
Gemstar Development Corporation (Confidential treatment requested)
(Incorporated by reference to Form F-1 Registration Statement of
Gemstar International Group Limited (33-79016), which was declared
effective on October 10, 1995)
10.3 --Contract Engineering Agreement (undated) between Hilite, Inc. and
Gemstar Holdings Limited (Confidential treatment requested)
(Incorporated by reference to Form F-1 Registration Statement of
Gemstar International Group Limited (33-79016), which was declared
effective on October 10, 1995)
10.4 --Contract Engineering Agreement (undated) between Hilite, Inc. and
Index Systems, Inc. (Confidential treatment requested) (Incorporated
by reference to Form F-1 Registration Statement of Gemstar
International Group Limited (33-79016), which was declared effective
on October 10, 1995)
10.5 --Form of Option Exercise and Assignment Agreement, dated March 16,
1994, between Gemstar Development Corporation and each of Henry C.
Yuen, Wilson K.C. Cho and Daniel S.W. Kwoh (Incorporated by
reference to Form F-1 Registration Statement of Gemstar
International Group Limited (33-79016), which was declared effective
on October 10, 1995)
10.6(a) --Exclusive Representation Agreement, dated July 30, 1990, between
Gemstar Development Corporation and United Feature Syndicate, Inc.
(Confidential treatment requested) (Incorporated by reference to
Form F-1 Registration Statement of Gemstar International Group
Limited (33-79016), which was declared effective on October 10,
1995)
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10.6(b) --Exclusive Representation Agreement, dated May 20, 1991, between
Gemstar Development Corporation and United Feature Syndicate, Inc.,
together with First Amendment to Exclusive Representation Agreement,
dated March 4, 1994 (Confidential treatment requested) (Incorporated
by reference to Form F-1 Registration Statement of Gemstar
International Group Limited (33-79016), which was declared effective
on October 10, 1995)
10.6(c) --Exclusive Representation Agreement, dated March 21, 1994, between
Gemstar Development Corporation and United Feature Syndicate, Inc.
(Confidential treatment requested) (Incorporated by reference to Form
F-1 Registration Statement of Gemstar International Group Limited
(33-79016), which was declared effective on October 10, 1995)
10.7 --Registration Rights Agreement, dated August 16, 1995, between
Gemstar International Group Limited and the Shareholders of E Guide,
Inc. (Incorporated by reference to Form F-1 Registration Statement of
Gemstar International Group Limited (33-79016), which was declared
effective on October 10, 1995)
10.8 --Company Significant Shareholder Agreement, dated as of December 23,
1996, by and among Gemstar International Group Limited, a British
Virgin Islands corporation, and certain significant shareholders of
StarSight Telecast, Inc. (Incorporated by reference to Form F-4
Registration Statement of Gemstar International Group Limited (333-
6790), which was declared effective on April 15, 1997)
10.9 --Company Option Agreement, dated as of December 23, 1996, by and
between StarSight Telecast, Inc., a California corporation, and
Gemstar International Group Limited, a British Virgin Islands
corporation (Incorporated by reference to Form F-4 Registration
Statement of Gemstar International Group Limited (333-6790), which
was declared effective on April 15, 1997)
10.10 --Parent Option Agreement, dated as of December 23, 1996, by and
between StarSight Telecast, Inc., a California corporation, and
Gemstar International Group Limited, a British Virgin Islands
corporation (Incorporated by reference to Form F-4 Registration
Statement of Gemstar International Group Limited (333-6790), which
was declared effective on April 15, 1997)
10.11 --TDN, Inc., Stockholders Agreement, dated as of October 31, 1997, by
and among TDN, Inc., a Delaware corporation, Gemstar Marketing, Inc.,
a California corporation, and Thomson Consumer Electronics, Inc., a
Delaware corporation (Incorporated by reference to Form 8-K dated
January 12, 1998, as amended on June 11, 1998) (Certain information
in this exhibit has been omitted pursuant to a request for
Confidential Treatment granted by the Securities and Exchange
Commission)
10.12 --Cost and Reimbursement Support Agreement, dated as of October 31,
1997, by and among TDN, Inc., a Delaware corporation, and Gemstar
International Group Limited (Incorporated by reference to Form 8-K
dated January 12, 1998, as amended on June 11, 1998) (Certain
information in this exhibit has been omitted pursuant to a request
for Confidential Treatment granted by the Securities and Exchange
Commission)
10.13 --Definitive Agreement, dated as of January 9, 1998, by and among
Gemstar International Group Limited, StarSight Telecast, Inc., a
California corporation, and Microsoft Corporation, a Washington
corporation (Incorporated by reference to Form 8-K dated January 12,
1998, as amended on June 11, 1998) (Certain information in this
exhibit has been omitted pursuant to a request for Confidential
Treatment granted by the Securities and Exchange Commission)
10.14 --Rescission Agreement, dated as of January 9, 1998, by and between
StarSight Telecast, Inc., a California corporation, and Microsoft
Corporation, a Washington corporation (Incorporated by reference to
Form 8-K dated January 12, 1998, as amended on June 11, 1998)
(Certain information in this exhibit has been omitted pursuant to a
request for Confidential Treatment granted by the Securities and
Exchange Commission)
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10.15 --Voting Agreement dated as of October 4, 1999 among Liberty Media
Corporation, certain of its controlled affiliates and Gemstar
International Group Limited (Incorporated by reference to Exhibit 7(i)
to Schedule 13D/A, filed November 4, 1999, with respect to ownership
of securities of TV Guide, Inc.)
10.16 --Voting Agreement dated as of October 4, 1999 among The News
Corporation Limited, certain of its controlled affiliates and Gemstar
International Group Limited (Incorporated by reference to Exhibit 10.8
to Schedule 13D/A, filed November 4, 1999, with respect to ownership
of securities of TV Guide, Inc.)
10.17 --Voting Agreement dated as of October 4, 1999 between TV Guide, Inc.
and Henry C. Yuen (a stockholder of Gemstar International Group
Limited) (Incorporated by reference to Exhibit 1 to Schedule 13D/A,
filed January 5, 2000, with respect to ownership of securities of
Gemstar International Group Limited)
10.18 --Voting Agreement dated as of October 4, 1999 between TV Guide, Inc.
and Elsie Ma Leung (a stockholder of Gemstar International Group
Limited) (Incorporated by reference to Exhibit 99.4 to Gemstar's Form
8-K, filed February 8, 2000)
10.19 --Voting Agreement dated as of October 4, 1999 between TV Guide, Inc.
and Dynamic Core Holdings Limited (a stockholder of Gemstar
International Group Limited) (Incorporated by reference to Exhibit 1
to Schedule 13D/A, filed January 5, 2000, with respect to ownership of
securities of Gemstar International Group Limited)
10.20 --Voting Agreement dated as of October 4, 1999 between TV Guide, Inc.
and THOMSON multimedia S.A. (a stockholder of Gemstar International
Group Limited) (Incorporated by reference to Exhibit 99.6 to Gemstar's
Form 8-K, filed February 8, 2000)
10.21 --Stockholders Agreement, dated as of October 4, 1999, by and among The
News Corporation Limited, a South Australia, Australia corporation,
Liberty Media Corporation, a Delaware corporation, Henry C. Yuen and
Gemstar International Group Limited, a British Virgin Islands
corporation (Incorporated by reference to Exhibit 99.9 to Gemstar's
Form 8-K, filed February 8, 2000)
10.22 --Stock Option Agreement, dated as of October 4, 1999, between Gemstar
International Group Limited, a British Virgin Islands corporation and
TV Guide, Inc., a Delaware corporation (Option on Gemstar Stock)
(Incorporated by reference to Exhibit 99.13 to Gemstar's Form 8-K,
filed February 8, 2000)
10.23 --Stock Option Agreement, dated as of October 4, 1999, between Gemstar
International Group Limited, a British Virgin Islands corporation and
TV Guide, Inc., a Delaware corporation (Option on TV Guide Stock)
(Incorporated by reference to Exhibit 99.14 to Gemstar's Form 8-K,
filed February 8, 2000)
10.24 --1994 Stock Incentive Plan, as amended (Incorporated by reference to
Form F-1 Registration Statement of Gemstar International Group Limited
(33-79016), which was declared effective on October 10, 1995)
10.25 --Amendment to Subsection 1.4(a) of 1994 Stock Incentive Plan, as
amended (Incorporated by reference to Form F-1 Registration Statement
of Gemstar International Group Limited (33-79016), which was declared
effective on October 10, 1995)
10.26 --Amendment to 1994 Stock Incentive Plan, as amended, adopted on March
12, 1998 (Incorporated by reference to Annual Report on Form 10-K of
Gemstar International Group Limited for the fiscal year ended March
31, 1998 Commission File No. 0-26878)
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10.27 --Employment Agreement, dated April 1, 1994, between Gemstar Development
Corporation and Henry C. Yuen, as amended (Confidential treatment
requested) (Incorporated by reference to Form F-1 Registration
Statement of Gemstar International Group Limited (33-79016), which was
declared effective on October 10, 1995)
10.28 --Employment Agreement, dated August 1995, between Gemstar International
Group Limited and Thomas L.H. Lau (Incorporated by reference to Form F-
1 Registration Statement of Gemstar International Group Limited (33-
79016), which was declared effective on October 10, 1995)
10.29 -- Employment Agreement, dated April 1, 1994, between Gemstar
Development Corporation and Daniel S.W. Kwoh, as amended (Confidential
treatment requested) (Incorporated by reference to Form F-1
Registration Statement of Gemstar International Group Limited (33-
79016), which was declared effective on October 10, 1995)
10.30 --Employment Agreement, dated April 1, 1994, between Gemstar Development
Corporation and Roy J. Mankovitz, as amended (Confidential treatment
requested) (Incorporated by reference to Form F-1 Registration
Statement of Gemstar International Group Limited (33-79016), which was
declared effective on October 10, 1995)
10.31 --Employment Agreement, dated August 16, 1995, between Pros Technology
Limited and Wilson K.C. Cho (Confidential treatment requested)
(Incorporated by reference to Form F-1 Registration Statement of
Gemstar International Group Limited (33-79016), which was declared
effective on October 10, 1995)
10.32 --Employment Agreement, dated April 1, 1994, between Gemstar Development
Corporation and Elsie Ma Leung, as amended (Incorporated by reference
to Form F-1 Registration Statement of Gemstar International Group
Limited (33-79016), which was declared effective on October 10, 1995)
10.33 --Employment Agreement, dated April 1, 1994, between Gemstar Development
Corporation and Larry Goldberg, as amended (Incorporated by reference
to Form F-1 Registration Statement of Gemstar International Group
Limited (33-79016), which was declared effective on October 10, 1995)
10.34 --Employment Agreement, dated July 22, 1999, among Gemstar International
Group Limited, Gemstar Development Corporation and Stephen A.
Weiswasser (Incorporated by reference to Form 10-Q of Gemstar
International Group Limited for the fiscal quarter ended June 30, 1999,
filed on August 16, 1999)
10.35 --Amended and Restated Employment Agreement, effective as of January 7,
1998, among Gemstar International Group Limited, Gemstar Development
Corporation and Henry C. Yuen (Incorporated by reference to Annual
Report on Form 10-K/A for the fiscal year ended March 31, 1998, filed
on November 17, 1998) (Certain information in this exhibit has been
omitted pursuant to a request for Confidential Treatment which was
filed with the Securities and Exchange Commission)
10.36 --Amendment No. 1 to Amended and Restated Employment Agreement, dated as
of October 4, 1999, by and among Gemstar International Group Limited,
Gemstar Development Corporation and Henry C. Yuen (Incorporated by
reference to Exhibit 99.10 to Gemstar's Form 8-K, filed February 8,
2000)
10.37 --Amended and Restated Employment Agreement, dated as of March 31, 1998,
among Gemstar International Group Limited, Gemstar Development
Corporation and Elsie Leung (Incorporated by reference to Annual Report
on Form 10-K/A for the fiscal year ended March 31, 1998, filed on
November 17, 1998) (Certain information in this exhibit has been
omitted pursuant to a request for Confidential Treatment which was
filed with the Securities and Exchange Commission)
10.38 --Employment Agreement between TV Guide, Inc. and Joachim Kiener
(Incorporated by reference to Exhibit 99.11 to Gemstar's Form 8-K,
filed February 8, 2000)
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10.39 --Employment Agreement between TV Guide, Inc. and Peter C. Boylan III
(Incorporated by reference to Exhibit 99.12 to Gemstar's Form 8-K,
filed February 8, 2000)
21.1 --Material Subsidiaries of Gemstar International Group Limited
(Incorporated by reference to Exhibit 21 to Gemstar International Group
Limited's Annual Report on Form 10-K for the fiscal year ended
March 31, 1999 Commission File No. 0-26878)
23.1 --Consent of KPMG LLP*
23.2 --Consent of Deloitte & Touche LLP*
23.3 --Consent of KPMG LLP*
23.4 --Consent of KPMG LLP*
23.5 --Consent of Ernst & Young*
23.6 --Consent of Arthur Andersen LLP*
23.7 --Consent of O'Melveny & Myers LLP (Included in Exhibit 5.1)
23.8 --Consent of Potter Anderson & Corroon LLP (Included in Exhibit 5.2)
23.9 --Consent of O'Melveny & Myers LLP (Included in Exhibit 8.1)
23.10 --Consent of Baker Botts L.L.P. (Included in Exhibit 8.2)
23.11 --Consent of Lazard Freres & Co. LLC*
23.12 --Consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated*
24.1 --Power of Attorney*
99.1 --Form of Gemstar Proxy Card*
99.2 --Form of TV Guide Proxy Card*
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* Previously filed.
Item 22. Undertakings.
(a) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) 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.
(b) (1) The undersigned registrant hereby undertakes as follows: that prior
to any public reoffering of the securities registered hereunder through use of
a prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other items of the applicable form.
(2) The registrant undertakes that every prospectus: (i) that is filed
pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet
the requirements of section 10(a)(3) of the Act and is used in connection with
an offering of securities subject to Rule 415, will be filed as a part of an
amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes of determining any
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liability under the Securities Act of 1933, 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the
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 Act and
will be governed by the final adjudication of such issue.
(d) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed after the effective date of the registration statement through the date
of responding to the request.
(e) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
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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-4 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 7th day
of February, 2000.
GEMSTAR INTERNATIONAL GROUP LIMITED
/s/ Henry C. Yuen
By __________________________________
Henry C. Yuen,
Chairman of the Board, Chief
Executive Officer, President and
Director
/s/ Elsie Ma Leung
By __________________________________
Elsie Ma Leung,
Chief Financial Officer and
Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
The undersigned individuals, who will be the directors and certain of the
executive officers of Gemstar International Group Limited, a Delaware
corporation ("Gemstar Delaware"), upon the domestication of the registrant from
the British Virgin Islands to the State of Delaware, hereby undertake to cause
Gemstar Delaware to file a post-effective amendment to this Registration
Statement upon the domestication for the purpose of filing an executed copy of
this signature page.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<C> <S> <C>
/s/ Henry C. Yuen Chairman of the Board, February 7, 2000
______________________________________ Chief Executive Officer,
Henry C. Yuen President and Director
(Principal Executive
Officer)
/s/ Elsie Ma Leung Chief Financial Officer February 7, 2000
______________________________________ and Director
Elsie Ma Leung (Principal Financial and
Accounting Officer)
/s/ Thomas L.H. Lau Director February 7, 2000
______________________________________
Thomas L.H. Lau
/s/ George F. Carrier Director February 7, 2000
______________________________________
George F. Carrier
/s/ Teruyuki Toyama Director February 7, 2000
______________________________________
Teruyuki Toyama
</TABLE>
II-8
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ James E. Meyer Director February 7, 2000
______________________________________
James E. Meyer
/s/ Douglas B. Macrae Director February 7, 2000
______________________________________
Douglas B. Macrae
/s/ Perry A. Lerner Director February 7, 2000
______________________________________
Perry A. Lerner
/s/ Stephen A. Weiswasser Director February 7, 2000
______________________________________
Stephen A. Weiswasser
</TABLE>
II-9
