-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Wqkim64QIs7Uo3xdYItZE2bBwc7B7SIE+6FKOGiw5/OQukpLPAFWIN1HcOdlb99B TE3AONSM9HUxpQFNiA6AkA== 0001021408-02-012022.txt : 20020926 0001021408-02-012022.hdr.sgml : 20020926 20020926124319 ACCESSION NUMBER: 0001021408-02-012022 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020926 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20020926 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GEMSTAR TV GUIDE INTERNATIONAL INC CENTRAL INDEX KEY: 0000923282 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD AUDIO & VIDEO EQUIPMENT [3651] IRS NUMBER: 954782077 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24218 FILM NUMBER: 02772830 BUSINESS ADDRESS: STREET 1: 135 NORTH LOS ROBLES AVE STREET 2: STE 800 CITY: PASADENA STATE: CA ZIP: 91101 BUSINESS PHONE: 8187925700 MAIL ADDRESS: STREET 1: 135 N LOS ROBLES AVE STREET 2: STE 800 CITY: PASADENA STATE: CA ZIP: 91101 FORMER COMPANY: FORMER CONFORMED NAME: GEMSTAR INTERNATIONAL GROUP LTD DATE OF NAME CHANGE: 19940518 8-K 1 d8k.txt FORM 8-K ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): September 26, 2002 _________________ GEMSTAR - TV GUIDE INTERNATIONAL, INC. (Exact Name of Registrant as Specified in Charter) Delaware 0-26878 95-4782077 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 135 North Los Robles Avenue, Suite 800 Pasadena, California 91101 (Address of Principal Executive Offices and Zip Code) (626) 792-5700 Registrant's telephone number, including area code (Former Name or Former Address, if Changed Since Last Report) _________________ ================================================================================ ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) EXHIBITS. Exhibit No. Description - ----------- ----------- 99.1 Statement Under Oath of Principal Executive Officer dated September 26, 2002 99.2 Statement Under Oath of Principal Financial Officer dated September 26, 2002 ITEM 9. REGULATION FD DISCLOSURE. On September 26, 2002, each of the Principal Executive Officer, Henry Yuen, and the Principal Financial Officer, Elsie Leung, of the Company submitted to the Securities and Exchange Commission ("SEC") sworn statements updating the statements that were delivered to the SEC on August 14, 2002 in response to SEC Order No. 4-460. A copy of each of these statements is furnished as an exhibit to this report (Exhibits 99.1 and 99.2, respectively). SIGNATURES 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. Date: September 26, 2002 GEMSTAR - TV GUIDE INTERNATIONAL, INC. BY: /s/ Jonathan B. Orlick ----------------------------------- NAME: JONATHAN B. ORLICK TITLE: EXECUTIVE VICE PRESIDENT & GENERAL COUNSEL EX-99.1 3 dex991.txt STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER EXHIBIT 99.1 STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Henry C. Yuen, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Gemstar-TV Guide International, Inc. ("Gemstar") and, except as corrected or supplemented in a subsequent covered report, and subject to the qualifications set forth below and in the Form 8-K filed this date: . no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and . no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) The statement in paragraph (1) is subject to the following qualifications, more fully explained in Gemstar's Form 8-K filed on this date: . pending a final conclusion by Gemstar's audit committee, and possible guidance from the Office of the Chief Accountant of the Securities and Exchange Commission, Gemstar may restate its financial statements for the year ended December 31, 2001 to reverse the recognition of approximately $20 million of revenues relating to a non-monetary transaction of a subsidiary of TV Guide, Inc.; and . pending a final conclusion by Gemstar's audit committee, and possible guidance from the Office of the Chief Accountant of the Securities and Exchange Commission, Gemstar may restate its financial statements for the year ended December 31, 2001 to reclassify approximately $2.75 million of advertising revenues from the Interactive Platform Sector to the Media and Services Sector. (3) The audit committee has concluded its review of Gemstar's revenue recognition practices, referred to in my Statement Under Oath dated and filed with the Securities and Exchange Commission on August 14, 2002. The audit committee has found no wrongdoing in connection with Gemstar's revenue recognition practices, and has not recommended that any changes to Gemstar's financial statements be made, other than those potential changes listed in paragraph (2). (4) I have reviewed the contents of this statement with Gemstar's audit committee. (5) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": . Gemstar's Form 10-K filed April 1, 2002; . all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Gemstar filed with the Commission subsequent to the filing of the Form 10-K identified above; and . any amendments to any of the foregoing. /s/ Henry C. Yuen Subscribed and sworn to - ------------------------- before me this 26th day of Dr. Henry C. Yuen September 2002. September 26, 2002 /s/ Johnetta D. Jackson ---------------------------------- Notary Public My Commission Expires: EX-99.2 4 dex992.txt STATEMENT UNDER OATH OF PRINCIPAL FINANCIAL OFFICER EXHIBIT 99.2 STATEMENT UNDER OATH OF PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Elsie M. Leung, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Gemstar-TV Guide International, Inc. ("Gemstar") and, except as corrected or supplemented in a subsequent covered report, and subject to the qualifications set forth below and in the Form 8-K filed this date: . no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and . no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) The statement in paragraph (1) is subject to the following qualifications, more fully explained in Gemstar's Form 8-K filed on this date: . pending a final conclusion by Gemstar's audit committee, and possible guidance from the Office of the Chief Accountant of the Securities and Exchange Commission, Gemstar may restate its financial statements for the year ended December 31, 2001 to reverse the recognition of approximately $20 million of revenues relating to a non-monetary transaction of a subsidiary of TV Guide, Inc.; and . pending a final conclusion by Gemstar's audit committee, and possible guidance from the Office of the Chief Accountant of the Securities and Exchange Commission, Gemstar may restate its financial statements for the year ended December 31, 2001 to reclassify approximately $2.75 million of advertising revenues from the Interactive Platform Sector to the Media and Services Sector. (3) The audit committee has concluded its review of Gemstar's revenue recognition practices, referred to in my Statement Under Oath dated and filed with the Securities and Exchange Commission on August 14, 2002. The audit committee has found no wrongdoing in connection with Gemstar's revenue recognition practices, and has not recommended that any changes to Gemstar's financial statements be made, other than those potential changes listed in paragraph (2). (4) I have reviewed the contents of this statement with Gemstar's audit committee. (5) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": . Gemstar's Form 10-K filed April 1, 2002; . all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Gemstar filed with the Commission subsequent to the filing of the Form 10-K identified above; and . any amendments to any of the foregoing. /s/ Elsie M. Leung Subscribed and sworn to - ------------------------- before me this 26th day of Elsie M. Leung September 2002. September 26, 2002 /s/ Johnetta D. Jackson ---------------------------------- Notary Public My Commission Expires: -----END PRIVACY-ENHANCED MESSAGE-----