MACROVISION CORP
10QSB, 1997-05-15
ALLIED TO MOTION PICTURE DISTRIBUTION
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                                   FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

(Mark One)

|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
ACT OF 1934

                           FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997

                                       OR

|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the transition period from ________ to ___________

Commission file number: 000-22023


                             Macrovision Corporation
             (Exact name of Registrant as specified in its charter)

Delaware                                                     77-0156161
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

1341 Orleans Drive
Sunnyvale, California  94089
(Address of principal executive offices)  (Zip code)

                               (408) 743-8600
               (Registrant's telephone number including area code)

                                 Not applicable

(Former  name,  former  address,  and former  fiscal year, if changed since last
report)

         Check whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days. Yes ____ No X *

*   Registrant  became  subject to the  filing  requirements  of the  Securities
    Exchange Act of 1934 on March 12, 1997, when its Registration  Statements on
    Forms SB-2 and 8-A were declared effective by the Commission.


                                       
<PAGE>


              APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

         Check  whether  the  registrant  has filed all  documents  and  reports
required to be filed by Section 12, 13 or 15(d) of the  Securities  Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court.
Yes ____ No ____


                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

         State the number of shares  outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

Title                                           Outstanding as of March 31, 1997

Common Stock                                                 6,774,549


Transitional Small Business Disclosure Format (check one);
Yes___ No X



                                       2
<PAGE>
<TABLE>
<CAPTION>


                             MACROVISION CORPORATION

                                   FORM 10-QSB

                                      INDEX

<S>      <C>                                                                <C> 


PART I.  FINANCIAL INFORMATION                                                                                     Page

Item 1.   Condensed Consolidated Financial Statements

          Condensed Consolidated Balance Sheets
            as of March 31, 1997 (unaudited) and December 31, 1996 .......    4

          Condensed Consolidated Statements of Operations (unaudited)
            for the Three Month Periods Ended March 31, 1997 and 1996 ....    5

          Condensed Consolidated Statements of Cash Flows (unaudited)
            for the Three Month Periods Ended March 31, 1997 and 1996.....    6

          Notes to Condensed Financial Statements.........................    7

Item 2.   Management's Discussion and Analysis of Financial Condition and 
          Results of Operations ..........................................    9


PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings...............................................   11

Item 2-3  Not Applicable

Item 4    Submission of Matters to a Vote of Security Holders.............   11

Item 5.   Other Information ..............................................   12

Item 6.   Exhibits and Reports on Form 8-K ...............................   12

Signatures................................................................   12
        
</TABLE>


                                       3
<PAGE>
                                      
Part I.  Financial Information

Item 1.  Financial Statements

                                   MACROVISION CORPORATION
                                      AND SUBSIDIARIES
                            CONDENSED CONSOLIDATED BALANCE SHEETS
                              (In thousands, except share data)

<TABLE>
<CAPTION>
                                                               March 31,       December 31,
                                                                 1997              1996
                                                             --------------   ----------------
                                                              (Unaudited)
<S>                                                         <C>               <C>

ASSETS
Current assets:
    Cash and cash equivalents                                 $      4,227       $      2,409
    Short-term investments                                           9,763                 -
        Accounts receivable, less allowance for doubtful
       accounts of $371 and $267                                     3,548              3,376
    Inventories                                                        716                550  
    Deferred tax assets                                              1,310                929 
    Prepaid expenses and other assets                                  434                186 
                                                             --------------   ----------------  
                                                                                              
       Total current assets                                         19,998              7,450 
 
Property and equipment, net                                          1,990              2,017 
Patents and other intangibles, net                                   1,132              1,161 
Other assets                                                           840              1,325 
                                                             --------------   ----------------  
                                                               $    23,960       $     11,953   
                                                             ==============   ================  
                                                                    
                                                             
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Accounts payable                                           $     1,306       $      1,073
    Accrued expenses                                                 2,385              2,713    
    Deferred revenue                                                 1,576                749 
    Income taxes payable                                               989                585 
    Current portion of capital lease                                   105                105 
                                                            --------------   ---------------- 
                                                                                              
       Total current liabilities                                     6,361              5,225 
 
Capital lease liability                                                269                296 
Deferred tax liabilities                                               361                360 
                                                            --------------   ---------------- 
                                                                                              
    TOTAL LIABILITIES                                                6,991              5,881 
                                                                                              
Stockholders' equity:                                       
    Preferred stock, Series A convertible                                -                  1
    Common stock, 6,774,549 and 3,951,759 shares issued
       and outstanding at March 31, 1997 and December 31,
       1996, respectively                                                7                  4
    Additional paid-in capital                                      20,049              9,530  
    Stockholders note receivable                                      (157)              (157)  
    Deferred stock compensation                                       (204)              (240)  
    Accumulated deficit                                             (2,533)            (2,931)  
    Accumulated translation adjustment                                (190)              (135)  
    Unrealized gain (loss) on investments                               (3)                  -  
                                                             --------------   ---------------- 
    TOTAL STOCKHOLDERS' EQUITY                                      16,969              6,072  
                                                             --------------   ---------------- 
                                                              $     23,960      $      11,953  
                                                             ==============   ================ 
                                                             
</TABLE>
 
See the accompanying notes to these condensed consolidated financial statements.




                                       4
<PAGE>
                                       

                                       MACROVISION CORPORATION AND SUBSIDIARIES
                                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                        (In thousands, except per share data)
                                                     (Unaudited)
<TABLE>
<CAPTION>

                                                                                            Three Months Ended
                                                                                     March 31,               March 31,
                                                                                        1997                   1996
                                                                                  -----------------       ----------------
<S>                                                                               <C>                       <C>  

Net revenues                                                                       $         4,564          $       3,583
Costs and expenses:
      Cost of revenues                                                                         681                    594
      Research and development                                                                 557                    642
      Selling and marketing                                                                  1,548                  1,241       
      General and administrative                                                               879                    601
          Total costs and expenses                                                           3,665                  3,078        
                                                                                   -----------------       ----------------  
Operating income from continuing operations                                                    899                    505 
Interest and other income (expense), net                                                        24                   (120)   
                                                                                   -----------------       ----------------
Income from continuing operations before income taxes                                          923                    385 
                                                                                                   
Provision for income taxes                                                                     369                    192
                                                                                   -----------------       ---------------- 
Net income from continuing operations                                                          554                    193  
Loss from discontinued operations, net of income tax benefit                                      -                  (195)  
                                                                                   -----------------       ----------------  
                                                                                                                             
Net income (loss)                                                                   $          554          $          (2)
                                                                                   =================       ================   
                                                                                  
Computation of earnings (loss) per share:
      Net income from continuing operations                                         $          554          $        193
      Preferred stock dividends                                                               (156)                  (112)
                                                                                   -----------------       ----------------

      Adjusted net income from continuing operations                                           398                     81
      Discontinued operations                                                                    -                   (195)
                                                                                    -----------------       ----------------
      Earnings (loss) applicable to common stock                                    $          398         $         (114)
                                                                                    =================       ================

Earnings (loss) per share:
      Continuing operations                                                         $         0.08            $      0.02
      Discontinued operations                                                                    -                  (0.05)
                                                                                   -----------------       ----------------

           Net earnings (loss)                                                      $         0.08         $       (0.03)
                                                                                  =================       ================

Shares used in computing earnings (loss) per share                                           4,903
                                                                                                                    4,345

See the accompanying notes to these condensed consolidated financial statements.


                                       5
<PAGE>
</TABLE>

                                           MACROVISION CORPORATION
                                              AND SUBSIDIARIES
                               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                               (In Thousands)
                                                 (Unaudited)
<TABLE>
<CAPTION>

                                                                                  Three Months Ended
                                                                           March 31,              March 31,
                                                                              1997                  1996
                                                                         ---------------        --------------
<S>                                                                      <C>                    <C>  

Net cash provided by operating activities                                 $      1,007            $     1,012
Cash flows from investing activities:
      Purchases of short-term investments                                       (9,766)                     -
      Sales of short-term investments                                                -                  1,200
      Acquisition of property and equipment                                       (165)                  (160)
      Payments for patents and other intangibles                                   (31)                  (100)
      Other, net                                                                  (108)                     5
                                                                         ---------------        --------------

                 Net cash (used in) provided by investing activities           (10,070)                   945

Cash flows from financing activities:
      Payments on capital lease obligations                                        (27)                   (40)
      Payments on long-term debt                                                     -                   (696)
      Proceeds from issuance of common stock                                    11,064                      -
      Cash dividends                                                              (156)                     -
                                                                         ---------------        --------------

                 Net cash (used in) provided by financing activities            10,881                   (736)
                                                                         ---------------        --------------
Net (decrease) increase in cash and cash equivalents                             1,818                  1,221
                                                                                 
Cash and cash equivalents at beginning of period                                 2,409                  2,286 
                                                                         ---------------        --------------
Cash and cash equivalents at end of period                                 $     4,227           $      3,507
                                                                         ===============        ==============
</TABLE>

See the accompanying notes to these condensed consolidated financial statements.


                                       6
<PAGE>


                             MACROVISION CORPORATION
                                AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared by Macrovision Corporation (the "Company") in accordance with the rules
and  regulations  of the  Securities  and  Exchange  Commission  (SEC).  Certain
information and footnote  disclosure,  normally included in financial statements
prepared in accordance with generally accepted accounting principles,  have been
condensed  or omitted in  accordance  with such  rules and  regulations.  In the
opinion  of  management,   the  accompanying  unaudited  condensed  consolidated
financial  statements  reflect  all  adjustments,   consisting  only  of  normal
recurring adjustments, necessary to present fairly the financial position of the
Company,  and its  results  of  operations  and cash  flows  for  those  periods
presented.  This  quarterly  report on Form 10-QSB should be read in conjunction
with the  audited  financial  statements  and notes  thereto  for the year ended
December 31, 1996 included in the Company's  Registration Statement on Form SB-2
(Registration No.  333-19373),  which was declared effective by the SEC on March
12, 1997.

The results of operations for the interim periods  presented are not necessarily
indicative of the results  expected for the entire year ending December 31, 1997
or any other future  interim  period,  and the Company makes no  representations
related thereto.

NOTE 2 - INITIAL PUBLIC OFFERING AND STOCK SPLIT

The  Company's  Board of Directors  approved a 1 for 1.8 reverse  stock split of
common and  preferred  stock,  $.001 par value per share which became  effective
February 26, 1997. The accompanying  consolidated financial statements have been
restated to give effect to the reverse stock split.

On March 12, 1997, the Company  consummated an initial public  offering (IPO) of
2,350,000  shares of its Common  Stock at a price of $9.00 per  share,  of which
1,434,016  shares were  issued and sold by the  Company and 915,984  shares were
sold by selling  shareholders  of the  Company.  The net proceeds to the Company
from the  Offering,  after  underwriting  discounts  and  commissions  and other
expenses of the Offering,  were approximately $10.4 million. The Company did not
receive any proceeds from the sale of shares sold by the selling shareholders.

Also,  during this period,  the Company issued 12,342 shares of common stock and
received proceeds of approximately $33,000 associated with the exercise of stock
options.  Also, coinciding with the consummation of the IPO, all the outstanding
shares of preferred  stock were converted into 1,376,432  shares of common stock
upon the closing of the IPO.


                                       7
<PAGE>


NOTE 3 - INVENTORIES

Inventories are stated at the lower of cost (determined on a first-in, first-out
basis) or market and consisted of the following:
<TABLE>
<CAPTION>

                                         March 31,         December 31,
                                           1997                1996
                                     ------------------ -------------------
                  <S>                    <C>                <C>   

                  Raw materials          $236,000           $ 260,000  
                  Work-in-process         184,000              73,000 
                  Finished goods          296,000             217,000  
                                     ================== ===================
                                         $716,000           $ 550,000
                                     ================== ===================
</TABLE>


NOTE 4 - NET EARNINGS (LOSS) PER SHARE

Net  earnings  (loss) per share for the three month  period ended March 31, 1997
was determined  using the weighted  average number of shares of common stock and
dilutive  common  equivalent  shares from stock options using the treasury stock
method. Pursuant to the rules of the SEC all common and common equivalent shares
issued within 12 months of the initial filing of the registration statement have
been  included in the  computation  net  earnings  (loss) per share of the three
month  period  ended March 31, 1996 as if they were  outstanding  for the entire
period.

The Financial  Accounting Standards Board recently issued Statement of Financial
Accounting Standards (SFAS) No. 128, "Earnings Per Share." SFAS No. 128 requires
the  presentation  of basic  earnings  per share (EPS) and, for  companies  with
complex capital  structure diluted EPS. SFAS No. 128 is effective for annual and
interim  periods ending after December 31, 1997. The Company  expects that basic
EPS  will be  higher  than  primary  earnings  per  share  as  presented  in the
accompanying  consolidated  financial  statements  and that diluted EPS will not
differ  materially  from fully  diluted  earnings  per share as presented in the
accompanying consolidated financial statements.

NOTE 5 - CONTINGENCIES

In October 1995, a former officer and director of the Company filed suit against
the Company in the Superior Court of the State of California  alleging  monetary
damages  suffered  as a result of alleged  fraud,  misrepresentation,  and other
malfeasance in connection  with the Company's grant of stock options to him. Mr.
Swyt  maintains  that the Company  induced him to accept  employment  by falsely
representing  to him that the  options  granted  to him  eventually  would  have
substantial value. Between August 1990 and December 1993, the Company granted to
him options to purchase  approximately  200,000  shares of the Company's  common
stock with per share  exercise  prices of $2.25 or $2.70.  Substantially  all of
these options expired  unexercised  within three months  following his departure
from the Company in June 1995. In December  1996,  the court ordered this matter
to binding  arbitration in accordance with a written  agreement  between him and
the Company.  The  arbitration  agreement  contains  limitations on the types of
damages available to him and expressly  precludes punitive damages.  The Company
believes that the case is without merit and intends to contest it vigorously. In
the opinion of counsel,  it is not  possible to  determine  with  precision  the
probable  outcome  or the  amount of  liability,  if any,  under  this  lawsuit;
however, in the opinion of the Company, the disposition of this lawsuit will not
have a materially adverse affect on the consolidated financial statements of the
Company.


                                       8
<PAGE>

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations.

The following  discussion in this Report  contains  forward  looking  statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities  Exchange Act of 1934, as amended.  Predictions of
future events are inherently  uncertain.  Actual events could differ  materially
from those predicted in the forward looking  statements as a result of the risks
set forth in this Form 10-QSB and in the Risk Factors  section of the  Company's
Prospectus  dated  March  12,  1997,  included  in  the  Company's  Registration
Statement  on  Form  SB-2  (Registration  No.  333-19373),  which  was  declared
effective by the Securities and Exchange Commission on March 12, 1997. There are
no assurances  that the Company has identified  all possible  problems which the
Company  might  face.  All  investors   should   carefully  read  the  Company's
Registration  Statement  on Form  SB-2,  together  with  this Form  10-QSB,  and
consider all such risks before making an investment decision with respect to the
Company's stock.

Overview

The Company was founded in 1983 to develop  video  security  solutions for major
motion picture studios and  independent  video  producers.  Since that time, the
Company has derived most of its revenues and operating income from licensing its
video copy  protection  technologies.  The  revenues  of the  Company  primarily
consists of  licensing  fees for  videocassette  copy  protection,  licensing of
digital   Pay-Per-View   copy   protection,   licensing  and  selling   products
incorporating  its PhaseKrypt  video  scrambling  technology to cable television
system operators,  law enforcement agencies,  television  broadcasters,  private
analog satellite networks and in its CineGuard motion picture theaters.

Results of Operations

Net Revenues

Consolidated  net  revenues  for the first  quarter  of 1997  increased  to $4.6
million or 27% from $3.6 million in the first  quarter of 1996.  Revenues in the
Copy  Protection  group  increased  8% to $3.6  million  from $3.3  million  and
revenues in the Video  Scrambling  group increased 253% to $1.0 million from $.3
million.  Revenues in the Copy Protection group during the first quarter of 1997
included  lower  revenues from packaged media due in part to the lower number of
video releases during the first quarter of 1997 as compared to the first quarter
of 1996. In the first quarter of 1997,  the Company  recorded its first DVD copy
protection  royalty  revenue from  replication  of DVDs and license fees from PC
manufacturers.  The other component of Copy  Protection  revenue is Pay Per View
which in the first  quarter of 1997 was 142%  higher  than the first  quarter of
1996.  Revenue growth in the Pay Per View area is primarily due to the royalties
from set top boxes  shipped  during the  quarter.  Higher  revenues in the Video
Scrambling  group  during  the  first  quarter  of 1997  were a result of higher
shipments of the VES-TM  product and royalties  from analog  decoder  customers,
which were derived from business in South America and Southeast Asia.

Gross Margin

Gross margin for the first quarter of 1997 was 85% compared to 83% for the first
quarter of 1996. The Company's gross margin is influenced by the sales mix which
in the first  quarter of 1997 favored  higher  margined  royalty  based  revenue
versus  lower  margined  product  sales.  Cost of sales  includes  items such as
product costs, duplicator fees, patent amortization and mastering costs.

Research and Development

Research and  Development  expenses  decreased by $85,000 or 13% compared to the
first  quarter of 1996  primarily  due to a reduction in the number of employees
and in engineering supplies associated with the completion of the VES-TM product
during 1996.


                                       9
<PAGE>


Selling & Marketing

Selling  and  marketing  expenses  increased  by  $307,000 or 25% from the first
quarter of 1996  primarily  due to increased  sales  efforts in Pay Per View and
Video Scrambling.

General & Administrative

General and administrative  expenses increased by $278,000 or 46% from the first
quarter of 1996  primarily  due to an  increase in the number of  employees  and
expenses  associated  with the costs  associated  with being a public company as
well as  support  for the  growing  businesses  of Pay Per  View,  DVD and Video
Scrambling.

Interest and Other Expense

Other income during the first  quarter of 1997  benefited  from interest  income
earned on the IPO proceeds.  The first quarter of 1996 included interest expense
on the Company's  convertible  debt which was  converted  into  preferred  stock
during the third quarter of 1996.

Provision for Income Taxes

Income tax expense  represents  combined federal and state taxes at an effective
rate of 40% and 50% from continuing  operations for the three months ended March
31, 1997 and 1996, respectively.

Net Income (Loss)

Net income from continuing operations for the first quarter of 1997 was $554,000
or 187% higher than the first quarter of 1996 which was $193,000.

Net income for the first  quarter of 1997 was  $554,000 as compared to the first
quarter  of 1996  which was a loss of $2,000  which  included  the loss from the
discontinued operations of Command Audio Corporation.

LIQUIDITY AND CAPITAL RESOURCES

On March 12, 1997, the Company  consummated an initial public  offering (IPO) of
2,350,000  shares of its Common  Stock at a price of $9.00 per  share,  of which
1,434,016  shares were  issued and sold by the  Company and 915,984  shares were
sold by selling  shareholders  of the  Company.  The net proceeds to the Company
from the  Offering,  after  underwriting  discounts  and  commissions  and other
expenses of the Offering,  were approximately $10.4 million. The Company did not
receive any proceeds  from the sale of shares sold by the selling  shareholders.
The Company  has  financed  its  operations  primarily  from cash  generated  by
operations,  principally by its  videocassette  copy  protection  business.  The
Company's operating activities provided net cash of $1,007,000 and $1,012,000 in
the three months ending March 31, 1997 and 1996, respectively.  In each of these
periods,  net cash was provided  primarily  by net income,  increase in accounts
payable,   accrued   liabilities  and  deferred  revenue  and  depreciation  and
amortization,  partially offset by increases in accounts receivable, inventories
and deferred taxes in 1997 and discontinued operations in 1996.

The Company  made  capital  expenditures  of $165,000  and $160,000 in the first
three months ending March 31, 1997 and 1996, respectively. The Company also paid
$31,000 and $100,000,  respectively,  for patents and other  intangibles  during
those  periods.  The  proceeds  from the IPO have been  invested in various cash
equivalents and short term securities.


                                       10
<PAGE>


The Company  believes  that the net  proceeds of its  initial  public  offering,
together with available  funds and cash flows  generated from operations will be
sufficient to meet its working capital and capital expenditure requirements. The
Company may also utilize cash to acquire or invest in  complementary  businesses
or to obtain the right to use complementary technologies.

 The Company  paid  interest of $3,000 and  $133,000 in the three  months  ended
March 31, 1997 and 1996,  respectively.  The  interest  expense paid in 1996 was
primarily from the convertible note.

Part II.  Other Information

Item 1.  Legal Proceedings

In October 1995, a former officer and director of the Company filed suit against
the Company in the Superior Court of the State of California  alleging  monetary
damages  suffered  as a result of alleged  fraud,  misrepresentation,  and other
malfeasance in connection  with the Company's grant of stock options to him. Mr.
Swyt  maintains  that the Company  induced him to accept  employment  by falsely
representing  to him that the  options  granted  to him  eventually  would  have
substantial value. Between August 1990 and December 1993, the Company granted to
him options to purchase  approximately  200,000  shares of the Company's  common
stock with per share  exercise  prices of $2.25 or $2.70.  Substantially  all of
these options expired  unexercised  within three months  following his departure
from the Company in June 1995. In December  1996,  the court ordered this matter
to binding  arbitration in accordance with a written  agreement  between him and
the Company.  The  arbitration  agreement  contains  limitations on the types of
damages available to him and expressly  precludes punitive damages.  The Company
believes that the case is without merit and intends to contest it vigorously. In
the opinion of counsel,  it is not  possible to  determine  with  precision  the
probable  outcome  or the  amount of  liability,  if any,  under  this  lawsuit;
however, in the opinion of the Company, the disposition of this lawsuit will not
have a materially adverse affect on the consolidated financial statements of the
Company.

Item 4 - Submission of Matters to a Vote of Security Holders.

During the fiscal quarter ended March 31, 1997, the Company  solicited a written
consent from its  stockholders  (effective  December 1996) approving a series of
documents and certain related and other corporate actions. The documents consist
of the following:  (i) the Macrovision  Corporation  1996 Equity Incentive Plan,
(ii) the Macrovision Corporation 1996 Stock Purchase Plan, (iii) the Macrovision
Corporation  1996  Directors  Option Plan,  (iv) the form of the  Certificate of
Amendment of Certificate of Incorporation  giving effect to the proposed reverse
stock split,  (v) the form of the post-IPO  Amended and Restated  Certificate of
Incorporation  of  Macrovision  Corporation,  and (vi) the form of the  post-IPO
Amended and Restated Bylaws of Macrovision  Corporation.  The corporate  actions
consisted of: (i) the  reservation  and issuance of shares of the  Corporation's
Common Stock under each of the 1996 Equity  Incentive  Plan,  the 1996  Employee
Stock  Purchase  Plan,  and the 1996  Director's  Stock  Option  Plan,  (ii) the
assumption  by  the  Company  of  all  stock  options   issued  by   Macrovision
Corporation,  a California  corporation,  and outstanding  under the Macrovision
Corporation  Stock Option Plan,  which Plan was adopted on September 8, 1988 and
restated  on  February 6, 1992,  as well as all of its  obligations  thereunder,
(iii) the reverse stock split in the ratio of one share of Common Stock for each
one and  eight-tenths  outstanding  shares of the Company's Common Stock and the
filing of the  Certificate  of  Amendment of  Certificate  of  Incorporation  of
Macrovision Corporation giving effect thereto as noted above, (iv) the filing of
the Company's  post-IPO Amended and Restated  Certificate of Incorporation,  (v)
indemnification  agreements with the officers and directors, and (vi) the merger
agreement  between  Macrovision   Corporation,   a  California  corporation  and
Macrovision  Corporation,  a Delaware corporation.  The written consent and each
matter  contained  therein was approved by a majority of the stockholders of the
Company,  representing  3,565,983  shares  of the  Company's  Common  Stock  and
1,238,790 shares of the Company's Series A Preferred stock.


                                       11
<PAGE>


Item 5 - Other Information.

Item 5.1 - In April 1997,  the Board of Directors  approved the election of Bill
Stirlen and Donna Birks to fill two vacancies on the Board.  Mr. Stirlen and Ms.
Birks, both independent directors, also were appointed to serve on the audit and
compensation committees of the Board.

Item 5.2 - In April 1997, the Underwriters exercised a 30-day option to purchase
330,000  additional  shares of Common  Stock  resulting  in net  proceeds to the
Company of approximately $2,762,000.

Item 6.  Exhibits and Reports on Form 8-K

         (a)   Exhibits.
                  11.1 - Schedule of Computation of Earnings (Loss) Per Share.
                  27.1 - Financial Data Schedule.

         (b)   Reports on Form 8-K.

During the quarter ended March 31, 1997, the Company filed no Current Reports on
Form 8-K.



                                   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, thereunto duly authorized.

                             Macrovision Corporation


May 15, 1997                By: /s/ William A. Krepick
Date                            William A. Krepick, President and Chief 
                                Operating Officer



May 15, 1997                By: /s/ Victor A. Viegas
Date                            Victor A. Viegas, Vice President, Finance and 
                                Administration and Chief Financial Officer



                                       12
<PAGE>

<TABLE>
<CAPTION>
                                                                                                            Exhibit 11.1

                                                  MACROVISION CORPORATION
                       STATEMENT OF COMPUTATION OF NET EARNINGS (LOSS) PER SHARE
                                         (In thousands, except per share data)
                                                        (Unaudited)

                                                                                               Three Months Ended
                                                                                        March 31,              March 31,
                                                                                          1997                   1996
                                                                                     ----------------       ----------------
<S>     <C>    <C>    <C>    <C>    <C>    <C>

Computation of earnings (loss) per share:
      Net income from continuing operations                                             $        554           $        193
       Preferred stock dividends                                                                (156)                  (112)
                                                                                     ----------------       ----------------
      Adjusted net income from continuing operations                                             398                     81
      Discontinued operations                                                                      -                   (195)
                                                                                     ----------------       ----------------
      Earnings (loss) applicable to common stock                                        $        398           $       (114)
                                                                                     ================       ================

Earnings (loss) per share:
      Continuing operations                                                             $       0.08           $       0.02
      Discontinued operations                                                                      -                  (0.05)
                                                                                      ----------------       ----------------
      Net earnings (loss)                                                               $       0.08           $      (0.03) 
                                                                                      ================       ================


Weighted average common shares outstanding                                                     4,490                  3,633

Weighted average common equivalent shares from stock options
      calculated using the treasury stock method                                                 413                    467

Commonequivalent  shares from common  shares  issued and stock  options  granted
      within twelve months of the initial public offering,  included pursuant to
      Staff Accounting Bulletin No. 83                                                             -                    245
                                                                                     ----------------       ----------------
Shares used to compute net earnings (loss) per share                                           4,903                  4,345 
                                    


                                                                                     ================       ================
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

                                                                             
                                     

<LEGEND>


EXHIBIT-27.1
FINANCIAL DATA SCHEDULE

This  schedule  contains  summary  financial   information  extracted  from  the
Financial Statements of Macrovision Corporation for the three months ended March
31, 1997,  and is  qualified  in its  entirety by  reference  to such  Financial
Statements.

(In Thousands, except per share data)

Period-Type                3 Mos
Fiscal Year-End            Dec 31, 1997
Period Start               Jan 1, 1997
Period End                 Mar 31, 1997
Cash                       4227
Securities                 9763
Receivables                3548
Allowances                 371
Inventory                  716
Current Asssets            19998
PP&E                       4484
Depreciation               2494
Total Assets               23960
Current Liabilities        6361
Bonds                      0
Preferred-Mandatory        0
Preferred                  0
Common                     7
Other-Se                   20049
Total Liab. And Equity     23960
Sales                      4564
Total Revenues             4564
CGS                        681
Total Costs                681
Other Expenses             2984
Loss Provision             0
Interest Expense           2
Income-Pretax              923
Income-Tax                 369
Income-Continuing          554
Discontinued               0
Extraordinary              0
Changes                    0
Net Income                 554
EPS-Primary                .08
EPS-Dilute                 0
                                   

</LEGEND>




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