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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): March 27, 2000
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 number)
1341 Orleans Drive
Sunnyvale, California 94089
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (408) 743-8600
Not Applicable
(Former name or former address, if changed since last report)
<PAGE>
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not Applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Not Applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not Applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not Applicable.
ITEM 5. OTHER EVENTS
On March 27, 2000, Macrovision Corporation announced in a press release
(attached hereto as Exhibit 99.1) that it had signed a letter of intent
(attached hereto as Exhibit 99.2) to acquire all outstanding shares and vested
stock options, plus the assumption of unvested stock options, of GLOBEtrotter
Software in exchange for 11.2 million shares of Macrovision common stock.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
Not Applicable.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements
Not Applicable.
(b) Pro Forma Financial Information
Not Applicable.
(c) Exhibits
99.1 Press Release dated March 27, 2000.
99.2 Letter of Intent between Macrovision
Corporation and GLOBEtrotter
Software dated March 27, 2000.
ITEM 8. CHANGE IN FISCAL YEAR
Not Applicable
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S
Not Applicable.
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.
MACROVISION CORPORATION
(Registrant)
Date: March 29, 2000 By: /s/ William A. Krepick
-----------------------
William A. Krepick
President and Chief
Operating Officer
<PAGE>
Exhibit Index
99.1 Press Release dated March 27, 2000.
99.2 Letter of Intent between Macrovision Corporation and
GLOBEtrotter Software dated March 27, 2000.
<PAGE>
EXHIBIT 99.1
PRESS RELEASE
<PAGE>
MACROVISION (R) Macrovision Corporation
Protecting your image 1341 Orleans Drive
Sunnyvale, California 94089
(408) 743-8600
Fax (408) 743-8610
Editorial
Contacts:
Ian Halifax
John Ryan
Mark Belinsky
Macrovision Corporation
+1 (408) 743-8600
[email protected]
FOR IMMEDIATE RELEASE
----------------------
Macrovision To Acquire GLOBEtrotter,
Leading Supplier of B2B Electronic Software Licensing
Technologies
Combined Companies Provide Broad Range of Digital Rights Management
Solutions to the Spectrum of Software Vendors Worldwide
SUNNYVALE, CA (March 27, 2000) -- Macrovision Corporation (Nasdaq: MVSN),
the leading provider of B2C (business-to-consumer) video, multimedia and
software copy protection and of Digital Rights Management (DRM) technologies to
the motion picture and software industries, announced today that it has signed a
letter of intent to acquire privately held GLOBEtrotter Software of San Jose,
California. With unaudited 1999 revenues of approximately $15 million, and
profitable, GLOBEtrotter is the leading OEM supplier of B2B
(business-to-business) electronic licensing and license management technology to
software vendors and the leading direct supplier of software asset management
products to corporate customers worldwide. Macrovision will acquire all
outstanding shares and vested stock options of GLOBEtrotter for 11.2 million
shares of Macrovision common stock -- which is approximately 28% of Macrovision
shares outstanding today - plus the assumption of unvested GLOBEtrotter stock
options, subject to completion of due diligence, the approval of Macrovision's
board of directors and stockholders, regulatory approvals, and the completion of
a definitive agreement.
In response to increased worldwide corporate use of enterprise networks and
the Internet, the software industry has been rapidly adopting Integrated
Electronic Licensing (IEL). IEL monitors and controls the use of software by
integrating electronic license certificates and networked licensing technology
into software products. This business-to-business e-commerce technology enables
software vendors to offer flexible license terms allowing all users in a company
or department to access software applications, while the vendor is fairly
compensated. GLOBEtrotter's technology provides software vendors with a large
variety of options for other licensing practices that mutually benefit both
vendors and customers, including selling and issuing electronic licenses on-line
and providing controlled access to software updates for software distributed
over the Internet or via CD subscriptions. The technology also enables software
vendors to deliver and manage their products through Application Service
Providers (ASPs).
According to leading software industry reports, over 50% of software
revenue will be delivered using electronic licensing by 2003, and virtually all
software revenues will be derived from electronic licensing by 2008. Software
vendors have, to date, shipped over $40 billion worth of software using
GLOBEtrotter's flagship FLEXlm(TM) electronic licensing technology, a recognized
de facto standard for license management.
Macrovision and GLOBEtrotter's combined product offerings include a broad
range of Digital Rights Management technologies, including persistent copy
protection and a wide variety of value added features such as try-and-buy,
try-and-die, electronic licensing, network licensing, pay-per-use and electronic
software billing. These solutions, currently being provided separately by
Macrovision and GLOBEtrotter, are being used today for both B2C and B2B
applications across the entire spectrum of software vendors, including
entertainment, consumer, vertical market, enterprise applications, system
management, networking, and embedded system concerns. These vendors include
Cadence, Compaq Computer, Compuware, Electronic Arts, Ericsson, Havas, Hewlett
Packard, Lucent, Mattel, Mentor Graphics, Microsoft, Motorola, Parametric
Technology Corporation (PTC), Qualcomm, Rational, Schlumberger, Sun
Microsystems, Sybase, Synopsys and Xerox. In addition, the companies provide
Software Asset Management (SAM) solutions to large corporate customers including
Abbott Laboratories, British Petroleum, Caterpillar, Credit Suisse, DreamWorks
SKG, Eastman Kodak, Electronic Data Systems, Ford, IBM, Intel, Lehman Brothers,
Lockheed-Martin, Loral, Navistar, NASA, TRW, and the US Air Force.
"Today's announcement marks a defining moment for the software industry,"
said John Ryan, Chairman and CEO of Macrovision. "GLOBEtrotter has clearly
demonstrated its expertise and market leadership in providing enterprise-wide
electronic licensing solutions to the software industry on a worldwide basis. In
particular, GLOBEtrotter's FLEXlm product line has enabled software vendors and
users alike to benefit from the efficiencies introduced through the use of
networked licenses. By combining GLOBEtrotter's electronic licensing and
electronic license distribution technology and customer base with Macrovision's
persistent protection and authentication technology and customer base, I believe
that we can provide an even broader range of technology to software vendors,
their channel partners, and their customers."
"The combination of Macrovision and GLOBEtrotter can serve the entire software
industry - affecting applications as diverse as consumer entertainment titles in
the home and engineering applications for global enterprises," said Matt
Christiano, Founder and President/CEO of GLOBEtrotter. "Furthermore, the
complementary nature of our business philosophies, vision, management team,
employees, products and strategic partnerships will allow us to accelerate the
software industry's adoption of electronic licensing and electronic commerce."
Mr. Ryan added, "I believe our combined companies will have an exceptional focus
on our business with more than 200 employees worldwide and with development,
sales and support centers in the US, Europe, and Asia. Macrovision and
GLOBEtrotter have extensive relationships with leading corporate end users,
software vendors, system integrators, resellers, CD mastering facilities,
encoder companies, and replicators. In addition, our shared vision, common
culture and geographic headquarter proximity should enable a rapid integration
of the two companies."
<PAGE>
ABOUT MACROVISION
Macrovision Corporation develops and markets technologies to prevent the
unauthorized duplication, reception or use of video and audio programs and
computer software. Macrovision provides its products and services primarily to
the home video, consumer multimedia software, pay-per-view, cable, satellite,
and video security markets. Macrovision has its headquarters in Sunnyvale,
California with subsidiaries in London and Tokyo. For more information on
Macrovision and its products, see http://www.macrovision.com.
ABOUT GLOBETROTTER
GLOBEtrotter Software, Inc., of San Jose, California produces the world's
leading products for software vendors to electronically license their software
and software asset management tools for large software customers. For more
information on GLOBEtrotter and its products, see http://www.globetrotter.com.
All statements contained herein, including the quotations attributed to Mr. Ryan
and Mr. Christiano, as well as oral statements that may be made by Macrovision
or by officers, directors or employees of the Company acting on the Company's
behalf, that are not statements of historical fact, including statements that
use the words "believes," "anticipates," "estimates," "expects" or "intends" or
similar words that describe Macrovision's or management's future plans,
objectives, or goals, are "forward-looking statements" and are made pursuant to
the Safe-Harbor provisions of the Private Securities Litigation Reform Act of
1995. These forward-looking statements include statements regarding the
completion and financial effects of the expected acquisition of GLOBEtrotter,
the business strategies and product plans of both companies, the advantages of
the acquisition for both companies, the features and benefits of the products of
both companies, and the cooperative efforts to be undertaken by both companies.
Such forward-looking statements involve known and unknown risks, uncertainties
and other factors that could cause the actual results of the Company to be
materially different from historical results and/or from any future results or
outcomes expressed or implied by such forward-looking statements. Among the
important factors that could cause results to differ materially are the
following: the inability of Macrovision to obtain stockholder and regulatory
approvals of the transaction; the possibility that a definitive agreement for
the transaction cannot be reached or that the transaction cannot be completed;
the ability of Macrovision to integrate the operations and administration of the
companies effectively and efficiently; the ability of the companies to achieve
operational and other business synergies; the risks associated with the
integration of geographically dispersed operations; the effect of the
acquisition on the suppliers, customers and other business partners of the
companies; and the costs associated with integration. Other factors include
those outlined in the Company's Annual Report on Form 10-KSB for 1998, Form 10-K
for 1999, its Quarterly Reports on Form 10-Q and its Registration
Statement on Form S-3, all as filed with the Securities and Exchange Commission.
These factors may not constitute all factors that could cause actual results to
differ materially from those discussed in any forward-looking statement.
Macrovision and GLOBEtrotter operate in a continually changing business
environment and new factors emerge from time to time. Macrovision cannot predict
such factors nor can it assess the impact, if any, of such factors on
Macrovision or its results. Accordingly, forward-looking statements should not
be relied upon as a prediction of actual results. Macrovision is not obligated
to revise or update any forward-looking statements in order to reflect events or
circumstances that may arise after the date of this release.
Macrovision will host a conference call from 11:00 AM to 12:00 PM PST Tuesday,
March 28th to answer questions from shareholders and analysts about this press
release. To participate, call 212-346-0100 and enter reservation # 14810241. If
you are unable to participate in the conference call, you can hear a transcript
of it on Postview by calling 800-633-8284 (the international Postview number is
858-812-6440) and entering reservation # 14810241, but only between 1:00 PM PST
on 3/28/00 and 1:00 PM PST on 3/29/00.
Note to Editors: Additional background information on Macrovision Corporation
can be obtained from our Web Site at www.macrovision.com.
# # #
<PAGE>
EXHIBIT 99.2
LETTER OF INTENT
<PAGE>
MACROVISION CORPORATION
1341 Orleans Drive
Sunnyvale, California 94089
March 27, 2000
Mr. Matthew Christiano, President
Globetrotter Software, Inc.
1530 Meridian Avenue
San Jose, California 95125
Dear Matt:
This letter of intent ("LOI") is intended to express our desire to complete
a mutually beneficial transaction to acquire all of the issued and outstanding
stock of Globetrotter Software, Inc. ("Globetrotter") in exchange for common
stock of Macrovision Corporation ("Macrovision"). If the basic terms and
conditions outlined here meet your approval, we ask that Globetrotter agree, by
executing this letter, to grant Macrovision and its advisors the opportunity to
complete our due diligence and negotiate definitive documentation to complete a
transaction.
Macrovision is interested in acquiring the stock of Globetrotter under the
following summary terms and conditions:
TARGETED CLOSING: May 31, 2000, but no later than 30 days after
completion of a full audit (the "Audit") of
Globetrotter's December 31st, 1998 and 1999
and March 31st, 2000 financial statements by
KPMG, LLP ("KPMG") or June 30, 2000.
GOOD FAITH NEGOTIATIONS
AND NON-SOLICITATION: The parties agree to enter into good faith
negotiations (the "Negotiations") during the "Period
of Exclusivity," defined as the period beginning on
the date Globetrotter signs and returns this LOI
(the "Effective Date") and ending on the earlier of:
(a) the date on which a definitive agreement is
executed (the "Acquisition Agreement," as described
in the paragraph below entitled "Agreement and Plan
of Merger"); or (b) forty-five (45) days from the
Effective Date. In the event of a dispute, each
party shall have the burden of proving that the
other party did not negotiate in good faith. During
the Period of Exclusivity, Globetrotter shall not
directly or indirectly solicit any proposal,
negotiate or enter into discussion with any person or
organization, whether directly or through others,
concerning the potential acquisition of
Globetrotter's stock, its businesses or assets, the
merger or combination of Globetrotter with or into
any other entity, or any other activity not in the
ordinary course of Globetrotter's current business
operations. During such Period of Exclusivity,
Macrovision shall not enter into any discussions or
negotiations concerning acquisition of, or merger
with, any third party entity in the Electronic
Software Distribution or Electronic Software License
Distribution business. This LOI, however, shall not
preclude Macrovision from entering into discussions
or negotiations, or consummating an agreement, with
any third party entities who are engaged in the
Electronic Software Distribution, Electronic Software
License Distribution, or any other business, so long
as such agreement relates to a strategic partnership,
joint marketing or joint development relationship,
OEM licensing or similar arrangement, or from
making minority equity investments of less than a
20% interest in any such company or enterprise.
CONFIDENTIALITY: During the Period of Exclusivity, except for such
disclosures as may be required by law in the opinion
of each party's separate legal counsel and
information contained in any Macrovision press
release, Macrovision and Globetrotter agree not to
disclose to, or discuss with, any third party
(except for their respective shareholders,
accountants, bankers, counsel, and other business
advisors, such as industry or financial analysts,
who have a need to know), the terms of this LOI.
Globetrotter acknowledges that Macrovision will be
obligated to issue a press release announcing the
execution of this LOI and Globetrotter agrees that
Macrovision may issue such press release when it
deems necessary in its sole discretion. Macrovision
agrees to consult with Globetrotter prior to issuing
the release and consider in good faith any comments
and suggestions of Globetrotter with respect to such
release, subject to Macrovision's determination
of the final content of such release.
DUE DILIGENCE: During the Period of Exclusivity, both Macrovision
and Globetrotter shall use all commercially
reasonable efforts to complete their due diligence
and to negotiate in good faith the definitive
agreements necessary to consummate the acquisition of
Globetrotter's stock by Macrovision according to the
terms and conditions outlined below. Within 10
business days of the execution of this LOI,
Macrovision shall provide Globetrotter with
Macrovision's preliminary due diligence document
list. Globetrotter shall promptly deliver or
otherwise provide access to such documents and
other information that Macrovision may reasonably
need for completion of its due diligence
review. Globetrotter and Macrovision further agree
to work cooperatively to complete expeditiously all
other due diligence activities necessary to
consummate the acquisition as outlined below,
including the audit of Globetrotter's fiscal years
1998, 1999 and 2000 YTD, or as needed for "pooling
of interests" qualification.
FORM OF TRANSACTION: The acquisition transaction shall be completed as a
tax-free triangular merger of a newly-formed
wholly-owned subsidiary of Macrovision
("Acquisition Sub") either into or with Globetrotter;
and such transaction shall be structured with all
due regard to treat the acquisition as a "pooling of
interests" for financial accounting purposes. The
determination of the structure of the transaction
and whether the acquisition will qualify as a
"pooling of interests" for financial accounting
purposes will be determined by KPMG and the failure
to obtain such favorable opinion or assurances shall
be cause for Macrovision to terminate this LOI and
any definitive Acquisition Agreement.
CONSIDERATION TO
GLOBETROTTER
SHAREHOLDERS: As the consideration for the merger of Globetrotter
with or into Acquisition Sub, Macrovision shall
issue 11.2 million (11,200,000) shares of
Macrovision common stock on a pro rata basis (i) to
the holders of the issued and outstanding stock and
(ii) to holders of Globetrotter stock options to the
extent vested as of March 31, 2000. Shares of
Macrovision common stock allocable to such vested
option holders shall be held and reserved for
issuance to employee stock option holders vested at
the time of exercise of such options. As part of the
Merger, options currently outstanding under the
Globetrotter employee non-qualified stock option
will be converted into similar options for
Macrovision common stock in the same exchange ratio
as provided in the Merger. (This is based on the
understanding that there are non-vested options for
approximately 650,000 shares outstanding and that
Matthew Christiano and Sallie Calhoun do not, and
will not, hold any such options).
REGISTRATION AND RESALE
OF SHARES: Macrovision does not intend to register the common
shares to be issued in the Merger as described above
and such shares would be subject to applicable
federal and state securities laws restrictions
on resale. However, the parties will cooperate in
a "fairness hearing" application before the
California Commissioner of Corporations to qualify
the stock issued in the exchange as an "exempt
security" under the federal Securities Act. If a
favorable determination can be obtained, the former
Globetrotter stockholders who are deemed to be
"affiliates" will be permitted to resell the
stock issued in the exchange under, and subject to,
Rule 144 without regard to the holding period
restriction.
EXPENSES: Each party shall bear its own fees and expenses
in connection with the Negotiations, proposed
transactions and the implementation of this LOI
regardless of whether the Acquisition Agreement
is executed or the transactions closed. The Audit
shall be an expense of Macrovision. Neither
Macrovision nor Globetrotter shall have any
liability whatsoever to the other party if the
acquisition contemplated by this LOI is not
consummated for any reason.
AGREEMENT AND PLAN OF
MERGER: The definitive Acquisition Agreement will contain
the terms and conditions set forth in this LOI and
such other mutually acceptable representations,
warranties, covenants, indemnification provisions
and conditions, as may be agreed upon as set forth
in the final definitive documents for this
transaction.
The Acquisition Agreement will include the
agreement of Matthew Christiano and Sallie Calhoun,
irrevocably and unconditionally, (i) to vote for the
approval of the transaction by Globetrotter as set
forth in the Acquisition Agreement, as members of
the Board of Directors of Globetrotter, and all of
their Globetrotter shares as shareholders, if a
shareholder vote is necessary; (ii) to recommend
approval of the transaction to all other
Globetrotter shareholders, if a shareholder vote
is necessary, and to the other members of the
Board of Directors of Globetrotter; (iii) to tender
all of their Globetrotter shares in exchange for
common stock of Macrovision pursuant to the terms
of the Acquisition Agreement, and (iii) to not
initiate, solicit or encourage, directly or
indirectly, and to use their best efforts to cause
Globetrotter's other directors, officers, employees,
agents and representatives not to initiate, solicit,
encourage, directly or indirectly, any inquiries or
the making or implementation of any proposal or
offer, with respect to any merger, acquisition,
consolidation, share exchange, business combination
or other transaction involving, or which would
result in the acquisition of a majority of the
outstanding equity securities or substantially all
of the assets of Globetrotter (any such proposal or
offer being hereinafter referred to as an
"Acquisition Proposal"), or engage in any
negotiations concerning, or provide any confidential
information or data to, any person or entity
relating to an Acquisition Proposal, or otherwise
facilitate any effort or attempt to make or
implement an Acquisition Proposal.
CLOSING CONDITIONS: Closing conditions will be customary for a
transaction of this type, including:
(i) Satisfactory completion by Macrovision (together
with its advisors and affiliates) of business,
financial and legal due diligence, acceptable to
Macrovision in its sole discretion;
(ii) Macrovision's satisfaction with and
Globetrotter's satisfaction with all necessary legal
documentation including (A) an Agreement and Plan of
Merger; (B) agreements with current key personnel
(as identified by Macrovision) of Globetrotter; and
(C) other documentation;
(iii) Compliance with applicable laws and
regulations; and
(iv) Approval of the transaction by Macrovision's
Board of Directors (including provisions sufficient
to exempt the transaction from Rule 16b-3 of the
Exchange Act) and stockholders.
The Closing of the transaction will be scheduled,
and the parties will use reasonable efforts, to
close the transaction on or before May 31, 2000
in California at a time and location to be mutually
agreed upon.
OTHER AGREEMENTS: The definitive documentation would provide:
(1) key employee and non-compete agreements; and
(2) other agreements and understandings as
necessitated or determined through the
Negotiations and due diligence, as mutually
agreed upon.
EMPLOYMENT AGREEMENTS: After the Closing, Macrovision would like key
personnel of Globetrotter to play a role in the
management of the business of Macrovision.
Employment agreements will be negotiated, as part of
the definitive Acquisition Agreement, with
Matthew Christiano, Richard Mirabella and one or
more other current Globetrotter key
personnel to provide for a salary and other
benefits mutually acceptable to such employees and
Macrovision.
GOVERNING LAW: This LOI will be interpreted in accordance with the
laws of the State of California. Each of the
parties hereby submits to the exclusive jurisdiction
of the federal and state courts in the State of
California, County of Santa Clara, with respect to
all claims related thereto.
TERM: The offer to enter into this LOI shall expire at
5 PM on April 3rd, 2000, unless extended by a
written agreement of Macrovision.
INDEMNIFICATION: Globetrotter shall defend, indemnify and hold
harmless Macrovision from any and all losses,
liabilities, claims, damages, expenses (including
reasonable attorneys, accountants' and other
professionals' fees) and costs relating to or
arising from any other letter of intent,
memorandum of understanding or other agreement
previously entered into by Globetrotter for the
acquisition (through a purchase, merger or other
transaction) of any of Globetrotter's stock or
assets.
PERSONAL
INDEMNIFICATION
RE: ANTITRUST SUIT: Macrovision would agree, subject to review by
Macrovision's legal counsel of all relevant
documents, to indemnify Matt Christiano against
any personal liability he may incur with respect
to any claims and counterclaims related to the
action that Globetrotter is currently litigating
with Elan/Rainbow Corporation.
MISCELLANEOUS: Globetrotter agrees that a review of the litigation
described above, all other current or pending
Globetrotter litigation and the validation of the
Globetrotter financial projections previously
presented to Macrovision, represent important
aspects of Macrovision's due diligence.
Dissatisfaction with the results of these or other
due diligence items may result in Macrovision's
decision not to consummate the acquisition of
Globetrotter.
This LOI sets forth an outline of the major terms under
which Macrovision would be willing to complete the transaction and acquire
the stock of Globetrotter. This LOI is not intended to be binding unless and
until the Acquisition Agreement has been executed; provided, however, that the
provisions set forth above under "Good Faith Negotiations and Non-Solicitation"
and "Confidentiality" and the termination fee provisions of this paragraph
shall be binding on the parties upon the signing of this LOI and shall survive
any termination of this LOI, the Negotiations and the Acquisition Agreement.
In the event this LOI, the Negotiations or the Acquisition Agreement is
terminated by Globetrotter, without the consent of Macrovision, and either
Globetrotter, Matthew Christiano or Sallie Calhoun enters into, either
directly or indirectly, an agreement, option or proxy regarding the vote for,
or the sale, exchange or other disposition of, a majority of Globetrotter's
capital stock, including the issuance of new shares or other securities
convertible into capital stock of Globetrotter (other than an initial public
offering of Globetrotter capital stock), or a majority of the assets of
Globetrotter, with the total consideration in such transaction having a
fair market value in excess of $1 billion, in each case however effected,
within three months following any such termination of this LOI, the
Negotiations or the Acquisition Agreement, then Globetrotter shall pay
Macrovision a termination fee in an amount equal to five percent (5%) of the
fair market value of the total consideration to be received by Globetrotter
and its shareholders, officers and directors as provided in any such
agreement, option or proxy.
Matt, my colleagues and I look forward to forming an
exciting and mutually rewarding business relationship and we would like to
express our sincere desire to begin working towards definitive documentation
immediately.
Sincerely yours,
MACROVISION CORPORATION
By:_______________________________
John O. Ryan, Chairman and CEO
Date: ______________________
AGREED AND ACCEPTED:
GLOBETROTTER SOFTWARE, INC.
By:____________________________
Matthew Christiano, President
Date: __________________________
