UNITED STATES
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: January 3, 2005
(Date of Earliest Event Reported)
GEMSTAR-TV GUIDE INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
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| | |
|---|
Delaware
(State or Other Jurisdiction of
Incorporation) | 0-24218
(Commission File Number) | 95-4782077
(IRS Employer Identification
Number) |
_________________
6922 Hollywood Boulevard
12th Floor
Los Angeles, California 90028
(Address of principal executive offices) (Zip Code)
(323) 817-4600
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former 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:
| | |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|_| Soliciting 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 January 3, 2005, Gemstar-TV Guide International, Inc. (the “Company”) issued a press release announcing that it has reached agreements to settle the following legal actions involving the Company: (i) the case captionedState of New Jersey, Department of the Treasury, Division of Investment v. Gemstar-TV Guide International Inc., et al.; (ii) the case captionedSilvertree Capital LLC v. Gemstar-TV Guide International, Inc., et al.; and (iii) the four consolidated shareholder derivative lawsuits in which the Company, certain directors and executive officers, and others were sued in the cases captionedPriebe, et al., v. Boylan, et al., and related actions, and Brad Knowles v. Henry C. Yuen, et al.(collectively, the “Derivative Actions”). A copy of the press release is attached hereto as Exhibit 99.1. The settlement of the Derivative Actions, which includes the payment of plaintiffs’ attorneys’ fees by the Company and the implementation of certain corporate governance provisions, remains subject to approval from the appropriate courts. The foregoing summary is qualified in its entirety by reference to the text of the settlement agreement, a copy of which is attached hereto as Exhibit 99.2. The Company’s previously established reserves for these cases are expected to be sufficient for payment of the agreed upon settlement amounts. The Company will not admit any wrongdoing in settling the cases.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit
Number Description
99.1 Press Release dated January 3, 2005.
99.2 Settlement Agreement between the Company and the plaintiffs in the actions set forth on Exhibit A thereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | GEMSTAR-TV GUIDE INTERNATIONAL, INC.
By: /s/ Stephen H. Kay
——————————————
Stephen H. Kay
Executive Vice President, General
Counsel and Secretary |
Date: January 3, 2005
EXHIBIT INDEX
Exhibit
Number Description
99.1 Press Release dated January 3, 2005.
99.2 Settlement Agreement between the Company and the plaintiffs in the actions set forth on Exhibit A thereto.
