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: July 9, 2007
(Date of Earliest Event Reported)
GEMSTAR-TV GUIDE INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 0-24218 | 95-4782077 | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
6922 Hollywood Boulevard
12 th Floor
Los Angeles, California 90028
(Address of principal executive offices) (Zip Code)
(323) 817-4600
(Registrant’s telephone number, including area code)
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 July 9, 2007, Gemstar-TV Guide International, Inc. (the “Company”) issued a press release announcing the Board of Directors’ intention to explore strategic alternatives for the Company. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein in its entirety.
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits.
|
Exhibit Number |
Description |
|
| 99.1 | Press release dated July 9, 2007. |
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: July 10, 2007
EXHIBIT INDEX
|
Exhibit Number |
Description |
|
| 99.1 | Press release dated July 9, 2007. |
Exhibit 99.1
Press Release
Gemstar-TV Guide International Announces Review of Strategic Alternatives
July 9, 2007 (Los Angeles, CA) — Gemstar-TV Guide International, Inc. (NASDAQ: GMST), a leading media, entertainment and technology company, announced today that its Board of Directors has authorized the Company and its advisors to explore strategic alternatives intended to maximize shareholder value, which may include a sale of the Company.
Anthea Disney, Chairman of the Board of the Company, said, “The Company has made significant improvements throughout its businesses and the Board is very pleased with the growth and strategic direction under CEO Richard Battista. We are now poised to investigate the range of available strategic alternatives for continuing to build shareholder value.”
The Board of Directors will work with the Company’s management team and its legal and financial advisors to evaluate the Company’s available alternatives and identify the course of action it believes is in the best interests of all its shareholders. UBS Investment Bank is acting as financial advisor to the Company, and Wachtell, Lipton, Rosen & Katz is acting as legal advisor.
In making the announcement, the Company stated there can be no assurance that the exploration of strategic alternatives will result in any transaction. The Company undertakes no obligation to make any further announcements regarding the exploration of strategic alternatives unless and until a final decision is made.
About Gemstar-TV Guide
Gemstar-TV Guide International, Inc. (the “Company”) (NASDAQ: GMST) is a leading global media, entertainment, and technology company that develops, licenses, markets and distributes products and services that maximize the video guidance and entertainment experience for consumers. The Company’s businesses include: television, publishing, and new media properties; interactive program guide services and products; and intellectual property licensing.
This news release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Any such forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties that may cause actual performance or results to differ materially from those in the forward-looking statements, including risks and uncertainties related to the timely availability and market acceptance of products and services incorporating the Company’s technologies and content; our investments in new and existing businesses; the impact of competitive products and services; and the other risks detailed from time to time in the Company’s SEC reports, including the most recent reports on Forms 10-K, 10-Q and 8-K, each as it may be amended from time to time. The Company assumes no obligation to update these forward-looking statements.
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Contact:
Gemstar-TV Guide International, Inc.
Media - Eileen Murphy, 212-852-7336, eileen.murphy@tvguide.com
Analysts and Investors - Rob Carl, 323-817-4600, rob.carl@tvguide.com