-----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, UoA62Haz9MQ1P/D5WRimjTs5CT+HtTKEvjygjmtEDmG6CjaE8gMGQWxy1WUjsvq1 0aJpJKQ9ttOHKEMoKxsOzA== 0001017062-98-000822.txt : 19980414 0001017062-98-000822.hdr.sgml : 19980414 ACCESSION NUMBER: 0001017062-98-000822 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980413 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GEMSTAR INTERNATIONAL GROUP LTD CENTRAL INDEX KEY: 0000923282 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD AUDIO & VIDEO EQUIPMENT [3651] IRS NUMBER: 980139960 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-50973 FILM NUMBER: 98592579 BUSINESS ADDRESS: STREET 1: 135 NORTH LOS ROBLES AVE STREET 2: STE 870 CITY: PASADENA STATE: CA ZIP: 91101 BUSINESS PHONE: 8187925700 MAIL ADDRESS: STREET 1: 135 N LOS ROBLES AVE STREET 2: STE 870 CITY: PASADENA STATE: CA ZIP: 91101 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: YUEN HENRY C CENTRAL INDEX KEY: 0001007381 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 135 LOS ROBLES AVE STE 800 CITY: PASADENA STATE: CA ZIP: 91101 BUSINESS PHONE: 6267925700 MAIL ADDRESS: STREET 1: 135 LOS ROBLES AVE STREET 2: STE 800 CITY: PASADENA STATE: CA ZIP: 91101 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 Gemstar International Group Limited -------------------------------------------------------------------- (Name of Issuer) Ordinary Shares ------------------------------------------------------------- (Title of Class of Securities) G3788V 10 6 ------------------------------------------------------------- (CUSIP Number) Larry Goldberg 135 North Los Robles Avenue, Suite 800 Pasadena, California 91101 (626) 792-5700 ------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communication) April 2, 1998 ------------------------------------------------------------ (Date of Event Which Requires Filing of This Statement) --------------- If the filing person has previously filed a Statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [_]. - ------------------- /1/ The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. - ------------------------- ------------------------- CUSIP NO. G3788V 10 6 13D Page 2 of 6 Pages - ------------------------- ------------------------- ================================================================================ 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITLES ONLY) Henry C. Yuen/1/ - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS N/A - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION; United States - -------------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER SHARES 6,454,535/2/ -------------------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY None -------------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING 6,454,535/2/ -------------------------------------------------------------- PERSON 10. SHARED DISPOSITIVE POWER WITH None - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,454,535/2/ - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.45% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON IN ================================================================================ ____________________ /1/ Please note that the Reporting Person has previously reported beneficial ownership of the Issuer's Ordinary Shares on Schedule 13G. In accordance with Section 13(d) of the Securities and Exchange Act of 1934, as amended, the Reporting Person is now required to report beneficial ownership of such shares on Schedule 13D because certain options granted to the Reporting Person as of January 7, 1998 will become exercisable on May 31, 1998; when such exercisable options are added to the other options held by the Reporting Person that became exercisable during the twelve months immediately preceding April 2, 1998 (the "Date of Event") set forth on the cover of this Schedule 13D, the total aggregates to more than two percent of the Issuer's Ordinary Shares. /2/ Reporting person beneficially owns 6,454,535 Ordinary Shares, of which 3,389,545 represent options exercisable within sixty (60) days of the Date of Event which requires this filing of this Statement. Page 3 of 6 ITEM 1. SECURITY AND ISSUER: (a) TITLE OF THE CLASS OF EQUITY SECURITIES: Ordinary Shares (b) NAME OF ISSUER: Gemstar International Group Limited (c) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 135 North Los Robles Avenue, Suite 800 Pasadena, California 91101 ITEM 2. IDENTITY AND BACKGROUND: (a) NAME OF PERSON FILING: Henry C. Yuen (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: 135 North Los Robles Avenue, Suite 800 Pasadena, California 91101 (c) PRINCIPAL OCCUPATION OR EMPLOYMENT: Chief Executive Officer and member of the Board of Directors of the Issuer (d) CRIMINAL PROCEEDINGS: N/A (e) CIVIL PROCEEDINGS: N/A (f) CITIZENSHIP: United States ITEM 3. SOURCE OF FUNDS AND AMOUNT OF FUNDS OR OTHER CONSIDERATION: The Reporting Person is required to file this Schedule 13D because certain options granted to the Reporting Person as of January 7, 1998 will become exercisable on May 31, 1998. Accordingly, such options have not been exercised. Such options were granted to the Reporting Person by the Issuer pursuant to the Gemstar International Group Limited 1994 Stock Incentive Plan, as amended. ITEM 4. PURPOSE OF TRANSACTION: The Reporting Person is required to file this Schedule 13D because certain options granted to the Reporting Person as of January 7, 1998 will become exercisable on May 31, 1998. Page 4 of 6 (a) ACQUISITION BY ANY PERSON OF ADDITIONAL SECURITIES OF THE ISSUER, OR THE DISPOSITION OF SECURITIES OF THE ISSUER: N/A (b) EXTRAORDINARY CORPORATE TRANSACTION: N/A (c) SALE OR TRANSFER OF MATERIAL AMOUNT OF ASSETS OF THE ISSUER OR ITS SUBSIDIARIES: N/A (d) CHANGE IN BOARD OF DIRECTORS OR MANAGEMENT OF THE ISSUER: N/A (e) MATERIAL CHANGE IN THE PRESENT CAPITALIZATION OR DIVIDEND POLICY OF THE ISSUER: N/A (f) OTHER MATERIAL CHANGE IN THE ISSUER'S BUSINESS OR CORPORATE STRUCTURE: N/A (g) CHANGES IN THE ISSUER'S CHARTER, BYLAWS OR INSTRUMENTS: N/A (h) NATIONAL SECURITIES EXCHANGE: N/A (i) TERMINATION OF REGISTRATION PURSUANT TO SECTION 12(g)(4): N/A (j) ANY SIMILAR ACTIONS: N/A ITEM 5. INTEREST IN SECURITIES OF ISSUER: (a) AGGREGATE AMOUNT BENEFICIALLY OWNED AND PERCENT OF CLASS: The Reporting Person beneficially owns 6,454,535 or 12.45% of the Issuer's Ordinary Shares, of which 3,389,545 represent options exercisable within sixty (60) days of the Date of Event. Page 5 of 6 (b) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: (i) Sole power to vote or to direct the vote: 6,454,535* (ii) Shared power to vote or to direct the vote: None (iii) Sole power to dispose or to direct the disposition of: 6,454,535* (iv) Shared power to dispose or to direct the disposition of: None (c) TRANSACTIONS IN THE PREVIOUS 60 DAYS: As of January 7, 1998, the Reporting Person was granted options to acquire 4,162,725 Ordinary Shares, 832,545 of which are exercisable on May 31, 1998, which is within sixty (60) days of the Date of the Event which requires the filing of this Statement. The options were granted pursuant to the Gemstar International Group Limited 1994 Stock Incentive Plan, as amended. (d) ANY OTHER PERSON KNOWN TO HAVE THE RIGHT TO RECEIVE OR THE POWER TO DIRECT DIVIDENDS N/A (e) DATE ON WHICH THE REPORTING PERSON CEASED TO BE A BENEFICIAL OWNER OF MORE THAN FIVE PER CENT OF THE CLASS OF SECURITIES: N/A ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER: N/A ITEM 7. EXHIBITS: N/A * Reporting person owns 6,454,535 Ordinary Shares, of which 3,389,545 represent options currently exercisable with sixty (60) days of the date of this Statement. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. April 13, 1998 /s/ Henry C. Yuen ------------------------- Henry C. Yuen -----END PRIVACY-ENHANCED MESSAGE-----