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) November 5,1998
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PRINCETON VIDEO IMAGE, INC.
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(Exact Name of Registrant as Specified in Charter)
New Jersey 000-23415 22-3062052
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(State or Other Juris- (Commission (I.R.S. Employer
diction of Incorporation) File Number) Identification No.)
15 Princess Road, Lawrenceville, New Jersey 08648
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (609) 912-9400
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(Former Name or Former Address, If Changed Since Last Report)
<PAGE>
Item 5. Other Events.
On November 10, 1998 the Registrant issued the following press
release relating to an agreement with CBS Sports, a Division of CBS
Broadcasting Inc.:
"CBS and Princeton Video Image Sign Deal For NFL Telecasts
NEW YORK--(BUSINESS WIRE)--Nov. 10, 1998--
- - First-Ever Use Of PVI's Live Video Imaging System In National,
Regular Season NFL Broadcasts - - Viewers Will See First Down Line
On Field During Play -
CBS Sports, a division of CBS Corporation (NYSE:CBS), and Princeton
Video Image, Inc. (PVI) (NASDAQ:PVII) have signed an agreement
covering the use of PVI's patented electronic imaging technology in
national broadcasts of seven National Football League (NFL) regular
season and playoff football games.
Beginning with the Thanksgiving Day game between the Pittsburgh
Steelers and Detroit Lions, CBS sports will use PVI's Live Video
Imaging System to show viewers the location of the first down line
while play is in progress. The First Down line, will appear to TV
viewers as a line on the field making the progress of the game more
clear. Use of the PVI system has been approved by the NFL.
According to officials from both companies, the agreement calls for
the use of PVI's Live Video Imaging System in the Pittsburgh
Steelers-Detroit Lions game on Thanksgiving Day, the New York Jets-Buffalo
Bills game on December 19, the Kansas City Chiefs-Oakland
Raiders game on December 26 and four AFC playoff games in January
1999, including the AFC Championship game on January 17th. Sean
McManus, President of CBS Sports, said, "The First Down line will
be an exciting addition to coverage of the NFL on CBS. CBS Sports
looks forward to working with PVI and making this technology
available to viewers."
Brown Williams, Chairman of PVI, said, "After two years of using of
our technology in preseason NFL football, this new alliance with
CBS for regular and post-season NFL football is an important and
logical step in the expansion of real-time electronic imaging in
sports broadcasting. We look forward to working with CBS on other
new applications in sports programming."
PVI's imaging system has been used to insert paid commercial
messages in hundreds of live and recorded events this year,
including NFL preseason games, Major League Baseball games, soccer
and professional motorsports.
Princeton Video Image, Inc. developed and is marketing a real-time
video insertion system that, through patented pattern recognition
technology places computer-generated electronic advertising images
into television broadcasts of sporting events as well as other
programming. These electronic images range from simple corporate
names and logos to sophisticated 3-D images and animated effects.
The company is headquartered in Lawrenceville, New Jersey, with
offices in New York City. Information about the company is
available at their website, www.pvimage.com.
Any statements contained in this press release that relate to
future plans, events or performance are forward-looking statements
that involve risks and uncertainties including, but not limited to,
those relating to market acceptance, dependence on strategic
partners, contractual restraints on use of PVI's technology, a
rapidly changing technological environment, competition, possible
adverse regulations, intellectual property rights and litigation,
and other risks identified in PVI's filings with the Securities and
Exchange Commission. Actual results, events or performance may
differ materially. PVI undertakes no obligation to publicly release
the result of any revisions to these forward-looking statements
that may be made to reflect events or circumstances after the date
hereof to reflect the occurrence of unanticipated events."
###
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
The following Exhibit is furnished in accordance with the
provisions of Item 601 of Regulation S-B.
10.1* Letter Agreement, dated February 5, 1998, between the
Registrant and CBS Sports, A Division of CBS Broadcasting
Inc.
* Confidential treatment has been sought with respect to
certain portions of this document.<PAGE>
<PAGE>
SIGNATURE
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.
Princeton Video Image, Inc.
By: /s/ Larry Epstein
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Larry Epstein,
Vice President of Finance
and Chief Financial Officer
Date: November 17, 1998
<PAGE>
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description of Exhibit
- ------- ----------------------
10.1* Letter Agreement, dated November 5, 1998, between the
Registrant and CBS Sports, A Division of CBS
Broadcasting Inc.
* Confidential treatment has been sought with respect to
certain portions of this document.
<PAGE>
EXHIBIT 10.1
[NOTE: CERTAIN PORTIONS OF THIS DOCUMENT HAVE BEEN
MARKED TO INDICATE THAT CONFIDENTIALITY HAS BEEN
REQUESTED FOR THIS CONFIDENTIAL INFORMATION. THE
CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]
<PAGE>
[CBS LOGO AND CBS SPORTS LETTERHEAD]
Mr. Lawrence L. Epstein
VP of Finance & CFO
15 Princess Road
Lawrenceville, N.J. 08648
Dear Larry: November 5, 1998
This letter will confirm the agreement of Princeton Video Image,
Inc. ("PVI") and CBS Sports, A Division of CBS Broadcasting Inc.
("CBS") with regard to PVI providing exclusively to CBS services
using the system developed by PVI ("PVI System") for the real-time
electronic insertion of images ("Electronic Images") into live
television broadcasts of NFL football games.
PVI and CBS hereby agree as follows:
1. Using its own proprietary hardware and software system, PVI
will provide the insertion of Electronic Images into the CBS
television broadcasts listed on Exhibit I attached hereto.
From the date hereof through the 1998 AFC Championship Game
PVI will not provide the PVI System and services set forth
below to any other television broadcaster for NFL football
games. It is initially contemplated that PVI will provide
inserts during all such live broadcasts in up to three (3)
camera feeds for each game and that the inserts will consist
of an indication of the location of the first down yard
marker. Such inserts will include promotional material or
advertising for CBS and others as CBS so elects.
2. To enable PVI to provide its services, CBS will provide PVI
reasonable advance access to all games, access to game
television production sites and the cooperation of those
broadcasting the games. No persons other than PVI personnel
shall have access to PVI Systems without PVI's written
consent.
3. CBS will be responsible for obtaining all rights and
permissions ("Required Permissions") from the NFL required to
enable PVI to provide the services contemplated hereunder.
This agreement is contingent upon CBS receiving approval from
the NFL after CBS demonstrates the technology to the NFL. CBS
has obtained the required permissions and approval from the
NFL to enable PVI to provide the services hereunder.
<PAGE>
4. CBS and PVI will mutually agree on the services to be
provided, including image location, content and appearance of
Electronic Images.
5. PVI will work cooperatively with CBS to identify sponsors for
Electronic Image advertising for use in college football game
broadcasts. To the extent that advertisers acceptable to CBS
can be identified by PVI, CBS will be solely responsible for
negotiating arrangements with such advertisers for their
participation in Electronic Image advertising utilizing the
PVI System. If CBS can reach agreements with such
advertisers, then CBS will discuss with PVI an agreement
between PVI and CBS for the inclusion of such advertisers in
Electronic Images for college football games. CBS shall be
under no obligation to use the Electronic Images in any
college game broadcasts.
6. In consideration for the services provided in paragraph 1 and
for all rights granted herein, for the games listed on
Exhibit I, CBS will pay to PVI the total aggregate sum of
[CONFIDENTIAL TREATMENT REQUESTED].
7. PVI does not warrant that PVI will be able to provide
uninterrupted or error free services to CBS for any game
broadcast utilizing the PVI System; provided, however, PVI
will use its best efforts to correct the problem causing the
error as soon as practicable. If PVI is unable to provide the
PVI System for any game on Exhibit I or if during any game the
PVI System does not function properly, the total sum due
hereunder will be reduced pro rata.
8. [CONFIDENTIAL TREATMENT REQUESTED]
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<PAGE>
9. PVI, at its sole cost expense, will obtain and maintain in
force, with an insurance carrier acceptable to CBS, insurance
coverage as follows: (i) errors and omission insurance
covering intellectual property having standard coverage,
including, but not limited to, coverage with respect to
infringement of common law or statutory copyright, patents,
trademarks, infringement of rights in material to be broadcast
or in the manner of presentation thereof and unauthorized use
of material; (ii) Commercial General Liability Insurance and
(iii) Workers Compensation Insurance. CBS will be a named
insured on all such policies.
10. [CONFIDENTIAL TREATMENT REQUESTED]
11. CBS acknowledges that it does not have nor will it gain any
right, title or other proprietary interest in any of PVI's
patents, patent rights, copyrights, trade names, service
marks, trade secrets and confidential information relating to
the PVI system as a result of this Agreement.
12. CBS will provide PVI an appropriate, in CBS's sole discretion,
on screen credit in each broadcast in which PVI provides
services.
13. PVI represents and warrants that it has all necessary patent,
copyright and other intellectual property rights which are
necessary to enter into this Agreement and provide such
services making use of the PVI System.
14. The rights and obligations of CBS and PVI shall be governed by
and construed in accordance with the laws of the State of New
York.
The parties intend that provisions customary in agreements of this
nature including but not limited to those covering warranties,
indemnities, assignments, force majeure and breach, shall be
applicable to this Letter Agreement. The details of such
provisions shall, together with the provisions hereof, be
incorporated into a more formal agreement which when executed,
shall replace this Letter Agreement.
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<PAGE>
If these terms are acceptable to you, please sign the enclosed copy
of this letter and return it to me.
Very truly yours,
ACCEPTED AND AGREED: CBS SPORTS
A Division of CBS Broadcasting Inc.
PRINCETON VIDEO IMAGE, INC.
By /s/Lawrence L. Epstein By /s/ Tony Petitti
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<PAGE>
<PAGE>
EXHIBIT I
Attached hereto and made a part of the Agreement dated as of
October 26, 1998, between CBS SPORTS (herein called CBS) and
PRINCETON VIDEO IMAGE, INC.
Date League Teams
- ---- ------ -----
11/26/98 NFL Pittsburgh @ Detroit
12/19/98 NFL NY Jets @ Buffalo
12/26/98 NFL Kansas City @ Oakland
1/99 NFL AFC Wildcard Game
1/99 NFL AFC Playoff #1
1/99 NFL AFC Playoff #2
1/99 NFL AFC Championship Game
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