-----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, JsYBL/oz6DB5J03JUZaHDZdWQdp0JIcrptndtINwvlw4r9nDCs9wKugHlV4Tj9AB Mc6YomPCcGHKC+SaZLg5hg== 0000895345-99-000036.txt : 19990129 0000895345-99-000036.hdr.sgml : 19990129 ACCESSION NUMBER: 0000895345-99-000036 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990122 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990128 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL INSTRUMENT CORP CENTRAL INDEX KEY: 0001035881 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 364134221 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-12925 FILM NUMBER: 99515333 BUSINESS ADDRESS: STREET 1: 101 TOURNAMENT DRIVE CITY: HORSHAM STATE: PA ZIP: 19044 BUSINESS PHONE: (215)323-1 MAIL ADDRESS: STREET 1: 101 TOURNAMENT DRIVE CITY: HORSHAM STATE: PA ZIP: 19044 FORMER COMPANY: FORMER CONFORMED NAME: NEXTLEVEL SYSTEMS INC DATE OF NAME CHANGE: 19970314 8-K 1 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): January 22, 1999 General Instrument Corporation (Exact name of registrant as specified in its charter) Delaware 001-12925 36-4134221 (State of incorporation) (Commission File Number) (IRS Employer Identification No.) 101 Tournament Drive, Horsham, Pennsylvania 19044 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (215) 323-1000 Item 5. OTHER EVENTS On January 22, 1999, General Instrument Corporation (the "Company") sold to Sony Corporation of America, a New York corporation ("Sony"), 7,500,000 shares (the "Shares") of the Company's common stock, par value $.01 per share, for an aggregate cash purchase price of $187,500,000 pursuant to the Stock Purchase Agreement, dated as of November 30, 1998, by and between the Company and Sony. Attached hereto as Exhibit 99 and incorporated herein by reference is the press release issued in connection therewith. The Shares were not registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to the exemption set forth in Section 4(2) of the Securities Act. Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits Exhibit 99 Press Release, dated January 26, 1999, issued by General Instrument Corporation. 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. GENERAL INSTRUMENT CORPORATION (Registrant) By:/s/ Robert A. Scott --------------------------- Robert A. Scott Senior Vice President, General Counsel and Secretary Date: January 28, 1999 EX-99 2 FOR IMMEDIATE RELEASE MEDIA CONTACT: Sharon Corbitt Director, Communications 215-323-1873 scorbitt@gi.com INVESTOR CONTACT: Dario Santana VP, Investor Relations 215-323-1617 dsantana@gi.com SONY COMPLETES INVESTMENT IN GENERAL INSTRUMENT Purchase of 7.5 million shares in connection with previously announced strategic alliance - --------------------------------------------------------------------------- HORSHAM, PA. (JANUARY 26, 1999) - General Instrument Corporation (NYSE:GIC) today announced that Sony Corporation of America, a subsidiary of Sony Corporation, has completed its purchase of 7.5 million new shares of General Instrument common stock for an aggregate purchase price of $187.5 million. The purchase of GI's shares by Sony complements the previously announced strategic alliance between the two companies for the integration of Sony's home entertainment network technology with General Instrument's advanced digital set-top terminals and systems. Sony's purchase represents approximately 4.4% of GI's common stock outstanding as of December 31, 1998. Under the Joint Development and Licensing Agreement entered into in December 1998, the two companies agreed to collaborate to enable the use of Sony's Home Networking Module middleware and Aperios real-time operating system as a preferred multimedia delivery system using GI's digital cable set-top terminals. General Instrument is a leading worldwide provider of integrated and interactive broadband access solutions, teaming with its business partners to lead the convergence of the Internet, telecommunications and video entertainment industries. Visit General Instrument at our Web Site - http://www.gi.com ### -----END PRIVACY-ENHANCED MESSAGE-----