Gemstar TV Guide International (GMST) Inactive
Filed: 7 Dec 07, 12:00am
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 7, 2007
GEMSTAR-TV GUIDE INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 0-24218 | 95-4782077 | ||
| (State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
| of Incorporation) | Identification Number) | |||
| 6922 Hollywood Boulevard | ||||
| 12thFloor | 90028 | |||
| Los Angeles, California | ||||
| (Address of Principal Executive Offices) | (Zip Code) | |||
| (323) 817-4600 | ||||
| Registrant’s telephone number, including area code | ||||
| n/a | ||||
| (Former Name and Address, | ||||
| If Changed Since Last Report) | ||||
| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions |
| (see General Instruction A.2. below): |
| xWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| xSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events
On December 7, 2007, Gemstar-TV Guide International, Inc. (“Gemstar”) and Macrovision Corporation (“Macrovision”) made a joint presentation to investors concerning the previously announced Agreement and Plan of Mergers, dated as of December 6, 2007, by and among Gemstar, Macrovision, Saturn Holding Corp, Galaxy Merger Sub, Inc. and Mars Merger Sub, Inc. A transcript of the presentation is attached hereto as Exhibit 99.1. The transcript is incorporated herein by reference, and the foregoing description is qualified in its entirety by reference to the transcript.
Item 9.01. Financial Statements and Exhibits
| (a) | Not applicable. | |||
| (b) | Not applicable. | |||
| (c) | Exhibits | |||
| Exhibit No. | Document Designation | |||
| 99.1 | Gemstar and Macrovision Joint Presentation to Investors, dated December 7, 2007. | |||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: December 7, 2007 | ||||||
| GEMSTAR-TV GUIDE INTERNATIONAL, INC. | ||||||
| By: | ||||||
| Name: | Stephen H. Kay | |||||
| Title: | Executive Vice President and General | |||||
| Counsel | ||||||
| EXHIBIT INDEX | ||
| Exhibit | ||
| Number | Description | |
| 99.1 | Gemstar and Macrovision Joint Presentation to Investors, dated | |
| December 7, 2007. | ||