As filed with the Securities and Exchange Commission on November 6, 2000
Registration No. 333-___________
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
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MACROVISION CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 77-0156161
(State or other jurisdiction (I.R.S. Employer
or incorporation Identification No.)
1341 Orleans Drive
Sunnyvale, California 94089
(Address of Principal Executive Offices
Macrovision Corporation 2000 Equity Incentive Plan
(Full title of the Plan)
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Mr. Ian R. Halifax
Chief Financial Officer
Macrovision Corporation
1341 Orleans Drive
Sunnyvale, California 94089
(408) 743-8600
(Name, address and telephone number of agent for service)
Copies to:
David W. Herbst, Esq.
Gregory J. Rubis, Esq.
Manatt, Phelps & Phillips, LLP
1001 Page Mill Road, Building 2
Palo Alto, California 94304
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered registered per share price registration fee
------------------------ -------------------- -------------------- -------------------- -----------------
<S> <C> <C> <C> <C>
common stock, $0.001 par 4,500,000 shares(1) $67.31(2) $302,895,000.00(2) $79,964.28
value per share ("Common
Stock")
</TABLE>
----------
(1) Based on an estimate of the number of shares that will be purchased
pursuant to the Macrovision Corporation 2000 Equity Incentive Plan.
Pursuant to Rule 416(c) of the Securities Act of 1933, as amended (the
"Securities Act"), there is also being registered such number of
additional shares that may become available for purchase pursuant to such
plan in the event of certain changes in the outstanding shares, including
reorganizations, mergers, recapitalizations, restructurings, stock
dividends, stock splits, reverse stock splits and reclassifications.
(2) Estimated pursuant to paragraphs (c) and (h) of Rule 457 of the Securities
Act, solely for the purpose of calculating the registration fee, based
upon the average of the high and low sales prices of shares of Common
Stock on October 31, 2000, as reported on The Nasdaq Stock Market.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in this Part I will
be sent or given to employees as specified by Rule 428(b)(1) promulgated under
the Securities Act. Such documents need not be filed with the Securities and
Exchange Commission (the "Commission").
Macrovision Corporation, Inc. (the "Registrant") hereby files this
Registration Statement on Form S-8 registering 4,500,000 shares of Common Stock
issuable upon the exercise of options granted under the Macrovision Corporation
2000 Equity Incentive Plan (the "Plan").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
The following documents filed by the Registrant with the Commission are
hereby incorporated by reference in this Registration Statement:
(a) Annual Report on Form 10-K, filed on March 30, 2000, for the year
ended December 31, 1999;
(b) Quarterly Reports on Form 10-Q filed on May 12, and August 11, 2000,
for the quarters ended March 31, and June 30, 2000 respectively;
(c) Annual Report on Form 10-K/A, amending the Registrant's Annual Report
on Form 10-K, filed on April 28, 2000 for the fiscal year ended December 31,
1999;
(d) Current Reports on Form 8-K filed on October 13, 2000, September 15,
2000, March 31, 2000 and February 15, 2000; and
(e) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A, as filed with the Commission on January 22,
1997, including any amendment or report filed for the purpose of updating such
description.
All documents filed by the Registrant with the Commission pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
that this Registration Statement is filed with the Commission and prior to the
filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the
respective dates of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the Common Stock will be passed upon for the Registrant by
Manatt, Phelps & Phillips, LLP, Palo Alto, California. Attorneys with Manatt,
Phelps & Phillips, LLP own approximately 20,000 shares of Common Stock.
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<PAGE>
Item 6. Indemnification of Directors and Officers.
As permitted by Section 145 of the Delaware General Corporation Law, the
Registrant's Certificate of Incorporation includes a provision that eliminates
the personal liability of its directors to the Registrant or its stockholders
for monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of law, (iii) under
section 174 of the Delaware General Corporation Law or (iv) for any transaction
from which the director derived an improper personal benefit. In addition, as
permitted by Section 145 of the Delaware General Corporation Law, the Bylaws of
the Registrant provide that: (i) the Registrant is required to indemnify its
directors and officers to the fullest extent permitted by the Delaware General
Corporation Law; (ii) the Registrant may, in its discretion, indemnify other
officers, employees and agents as set forth in the Delaware General Corporation
Law; (iii) upon receipt of an undertaking to repay such advances if
indemnification is determined to be unavailable, the Registrant is required to
advance expenses, as incurred, to its directors and executive officers in
connection with a proceeding; (iv) the rights conferred in the Bylaws are not
exclusive and the Registrant is authorized to enter into indemnification
agreements with its directors, officers, employees and agents; (v) the
Registrant may not retroactively apply any amendment of the Bylaw provisions
relating to indemnity; and (vi) to the fullest extent permitted by the Delaware
General Corporation Law, a director or executive officer will be deemed to have
acted in good faith if his or her action is based on the records or books of
account of the Registrant or on information supplied to him or her by officers
of the Registrant in the course of their duties or on the advice of legal
counsel for the Registrant or on information or records given or reports made to
the Registrant by independent certified public accountants or appraisers or
other experts.
The Registrant enters into indemnification agreements with each of its
directors and executive officers. The indemnification agreements provide that
directors and executive officers will be indemnified and held harmless to the
fullest possible extent permitted by law including against all expenses
(including attorneys' fees), judgments, fines and settlement amounts actually
and reasonably incurred by them in any action, suit or proceeding, including any
derivative action by or in the right of the Registrant, on account of their
services as directors, officers, employees or agents of the Registrant or as
directors, officers, employees or agents of any other company or enterprise when
they are serving in such capacities at the request of the Registrant.
The indemnification agreement requires a director or executive officer to
reimburse the Registrant for expenses advanced only to the extent that it is
ultimately determined that the director or executive officer is not entitled,
under Delaware law, the Bylaws, his or her indemnification agreement or
otherwise to be indemnified for such expenses. The indemnification agreement
provides that it is not exclusive of any rights a director or executive officer
may have under the Certificate of Incorporation, Bylaws, other agreements, any
vote of the stockholders or vote of directors or otherwise.
The indemnification provision in the Bylaws, and the indemnification
agreements entered into between the Registrant and its directors and executive
officers, may be sufficiently broad to permit indemnification of the
Registrant's directors and executive officers for liabilities arising under the
Securities Act.
As authorized by the Registrant's Bylaws and approved by the Registrant's
Board of Directors, the Registrant maintains director and officer liability
insurance.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit Number Description of Exhibit
-------------- ----------------------
4 Macrovision Corporation 2000 Equity Incentive Plan and related
documents.
5 Opinion of Manatt, Phelps & Phillips, LLP.
23.1 Consent of Manatt, Phelps & Phillips, LLP (included in
Exhibit 5).
23.2 Consent of KPMG LLP.
24 Power of Attorney (included on signature page hereto).
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<PAGE>
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement;
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high and of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement;
To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement; provided,
however, that the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the Registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report, to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
(d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the
4
<PAGE>
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Sunnyvale, State of California, on this 3rd day of
November 2000.
MACROVISION CORPORATION
By: /s/ John O. Ryan
-------------------------------------
John O. Ryan
CHIEF EXECUTIVE OFFICER
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints John O. Ryan, William A. Krepick, Richard
S. Matuszak and Ian R. Halifax, and each of them, his or her attorneys-in-fact
and agents, each with full power of substitution, for him or her and in his or
her name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
In accordance with the requirements of the Securities Act, this
Registration Statement was signed by the following persons in the capacities and
on the dates stated.
<TABLE>
<CAPTION>
NAME TITLE DATE
<S> <C> <C>
/s/ John O. Ryan Chairman of the Board of Directors, November 3, 2000
------------------------- Chief Executive Officer and a Director
John O. Ryan (principal executive officer)
/s/ Ian R. Halifax Vice President, Finance and November 2, 2000
------------------------- Administration and Chief Financial
Ian R. Halifax Officer
(principal financial and accounting
officer)
/s/ William A. Krepick Director November 2, 2000
-------------------------
William A. Krepick
/s/ Richard S. Matuszak Director November 3, 2000
-------------------------
Richard S. Matuszak
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Donna S. Birks Director November 2, 2000
-------------------------
Donna S. Birks
Director November __, 2000
-------------------------
William N. Stirlen
/s/ Thomas Wertheimer Director November 3, 2000
-------------------------
Thomas Wertheimer
</TABLE>
