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Technology Stocks : Gemstar Intl (GMST) -- Ignore unavailable to you. Want to Upgrade?

To: straight life who wrote (6187)	11/11/2002 7:16:09 AM
From: Bob Fairchild	Respond to of 6516

Back on the NASDAQ ! Press Release Source: Gemstar-TV Guide International, Inc. Gemstar-TV Guide Securities to Remain Listed on the Nasdaq National Market Monday November 11, 6:01 am ET PASADENA, Calif.--(BUSINESS WIRE)--Nov. 11, 2002--Gemstar-TV Guide International, Inc. (Nasdaq:GMSTE - News; "Gemstar-TV Guide" or the "Company") today announced that it received a determination from the Nasdaq Listing Qualifications Panel to continue the listing of the Company's securities on the Nasdaq National Market. As part of the determination, the Company must satisfy the following conditions: 1. On or before November 19, 2002, the Company must file with the SEC and Nasdaq its Quarterly Report on Form 10-Q for the quarter ended September 30, 2002, notwithstanding the anticipated absence of the requisite SAS 71 accountant review; 2. On or before March 3, 2003, the Company must file with the SEC and Nasdaq all necessary amended filings for fiscal 2000, 2001 and 2002, including affirmative statements that the filings have been reviewed and/or audited in accordance with SEC requirements; 3. On or before March 31, 2003, the Company must file with the SEC and Nasdaq its Annual Report on Form 10-K for the fiscal year ended December 31, 2002; and 4. On or before June 30, 2003, the Company must solicit proxies and hold an annual meeting of stockholders for fiscal 2001. To fully comply with the terms of this exception, the Company must be able to demonstrate compliance with all requirements for continued listing on the Nasdaq National Market. The Nasdaq Panel also reserved its right to modify, alter or extend the terms of this exception upon a review of the Company's reported financial results. In a letter to the Company notifying Gemstar-TV Guide of its decision, the Nasdaq panel observed that the Company's filing delinquency is predominantly due to a disagreement with its former auditors in an instance where the Company is advocating a more conservative accounting treatment. The panel also communicated that they were of the view that Company's upcoming "informational meeting of shareholders," planned for November 19th, while not satisfying Nasdaq's annual meeting requirement, will benefit the shareholders by providing an update of the Company's ongoing business developments and operations. Except for historical information contained here, the matters discussed in this news release contain forward-looking statements that involve risks and uncertainties. Actual results may differ from our current expectations. The risks and uncertainties include the risk that the Company may be unable to meet each of the conditions for continued listing on the Nasdaq National Market; the risk that the Nasdaq Panel may modify, alter or extend the terms of the Company's listing exception in a manner that is unfavorable to the Company; and the other risks detailed from time to time in the Company's SEC reports, including the most recent reports on Form 10-K, 8-K, and 10-Q, each as it may be amended from time to time. --------------------------------------------------------------------------------

To: straight life who wrote (6187)	11/11/2002 7:16:56 AM
From: Bob Fairchild	Respond to of 6516

Back on the NASDAQ ! Press Release Source: Gemstar-TV Guide International, Inc. Gemstar-TV Guide Securities to Remain Listed on the Nasdaq National Market Monday November 11, 6:01 am ET PASADENA, Calif.--(BUSINESS WIRE)--Nov. 11, 2002--Gemstar-TV Guide International, Inc. (Nasdaq:GMSTE - News; "Gemstar-TV Guide" or the "Company") today announced that it received a determination from the Nasdaq Listing Qualifications Panel to continue the listing of the Company's securities on the Nasdaq National Market. As part of the determination, the Company must satisfy the following conditions: 1. On or before November 19, 2002, the Company must file with the SEC and Nasdaq its Quarterly Report on Form 10-Q for the quarter ended September 30, 2002, notwithstanding the anticipated absence of the requisite SAS 71 accountant review; 2. On or before March 3, 2003, the Company must file with the SEC and Nasdaq all necessary amended filings for fiscal 2000, 2001 and 2002, including affirmative statements that the filings have been reviewed and/or audited in accordance with SEC requirements; 3. On or before March 31, 2003, the Company must file with the SEC and Nasdaq its Annual Report on Form 10-K for the fiscal year ended December 31, 2002; and 4. On or before June 30, 2003, the Company must solicit proxies and hold an annual meeting of stockholders for fiscal 2001. To fully comply with the terms of this exception, the Company must be able to demonstrate compliance with all requirements for continued listing on the Nasdaq National Market. The Nasdaq Panel also reserved its right to modify, alter or extend the terms of this exception upon a review of the Company's reported financial results. In a letter to the Company notifying Gemstar-TV Guide of its decision, the Nasdaq panel observed that the Company's filing delinquency is predominantly due to a disagreement with its former auditors in an instance where the Company is advocating a more conservative accounting treatment. The panel also communicated that they were of the view that Company's upcoming "informational meeting of shareholders," planned for November 19th, while not satisfying Nasdaq's annual meeting requirement, will benefit the shareholders by providing an update of the Company's ongoing business developments and operations. Except for historical information contained here, the matters discussed in this news release contain forward-looking statements that involve risks and uncertainties. Actual results may differ from our current expectations. The risks and uncertainties include the risk that the Company may be unable to meet each of the conditions for continued listing on the Nasdaq National Market; the risk that the Nasdaq Panel may modify, alter or extend the terms of the Company's listing exception in a manner that is unfavorable to the Company; and the other risks detailed from time to time in the Company's SEC reports, including the most recent reports on Form 10-K, 8-K, and 10-Q, each as it may be amended from time to time. --------------------------------------------------------------------------------

To: straight life who wrote (6187)	11/12/2002 5:02:03 PM
From: straight life	Read Replies (1) \| Respond to of 6516

from the Here's your hat what's your hurry Dept. Gemstar former CEO Yuen gets $30 mln to leave Tuesday November 12, 4:40 pm ET LOS ANGELES, Nov 12 (Reuters) - Television program guide provider Gemstar-TV Guide International Inc. (NasdaqNM:GMSTE - News), which ousted Henry Yuen as chief executive officer in October, will pay him nearly $30 million in severance payments and pay him $2 million a year in his new position, the company said in a regulatory filing on Tuesday. ADVERTISEMENT Pasadena, California-based Gemstar said in a filing with the U.S. Securities and Exchange Commission it will pay Yuen a termination fee of $22.5 million and about $7 million to settle unpaid salary, bonuses and vacation time. The company, which is 42.5 percent-owned by Rupert Murdoch's News Corp. (Australia:NCP.AX - News), said the cash will be held in a segregated account for six months pending the deposit of some or all of the cash into an escrow account under securities laws. Yuen will receive a salary of $2 million a year for his new role as head of an international business unit under a five-year contract, Gemstar said. Yuen resigned as CEO and agreed to serve as chairman of the board in a non-executive capacity under a management shake-up in October as News Corp., which has taken write-downs of nearly $2 billion this year to cover the loss in value of its Gemstar holdings, moved to take control. Gemstar has been reeling under a string of legal setbacks concerning patents for television program guides and revealed in August it would reverse $20 million in 2001 sales and review its accounting. Gemstar, which is under formal investigation by the SEC, is expected to file nearly three years' worth of restated results sometime in the next few days to change accounting treatments for a number of deals. Under his five-year contract, Yuen will also receive options to purchase about 6.9 million shares of common stock and 2.1 million shares of restricted stock. Former Chief Financial Officer Elsie Leung, who was also ousted in October, will receive a termination fee of about $7 million plus $1.2 million for salary and vacation time. Her payments will also be set aside pending placement in escrow. In addition, Gemstar said that if Yuen is terminated for a reason other than cause before his new five-year contract expires, he will receive all of the salary he would have paid through the end of the agreement as a lump sum. In return, Yuen agreed to assign all of his intellectual property in the interactive television and interactive programming guide fields to the company, and he also signed a six-year non-compete clause. Under the patent rights agreement with Gemstar, assigning his intellectual property, Yuen would receive $250,000 a year, plus a fee of $1.25 million to $2.75 million per year, depending on Gemstar's revenue from the sale of certain products, and 200,000 stock options a year. The agreement will begin either on Nov. 7, 2007, or when Yuen is terminated from Gemstar, whichever comes first. It runs through Nov. 7, 2009. Leung received a three-year deal to work in the international business unit, which will pay her $500,000 a year, plus the right to acquire 666,667 shares of common stock and 209,308 shares of restricted stock. She will also get her salary in a lump sum if she is terminated. Gemstar shares closed up 21 cents, or 5.5 percent, at $4.00 on Nasdaq on Tuesday. For the year, the shares have plunged more than 85 percent. biz.yahoo.com