<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 25, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MACROVISION CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 77-0156161
(State or other jurisdiction (I.R.S. Employer Identification)
incorporation or organization)
</TABLE>
1341 ORLEANS DRIVE
SUNNYVALE, CALIFORNIA 94089
(408) 743-8600
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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IAN R. HALIFAX
CHIEF FINANCIAL OFFICER
MACROVISION CORPORATION
1341 ORLEANS DRIVE
SUNNYVALE, CALIFORNIA 94089
(408) 743-8600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:
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<S> <C>
DAVID W. HERBST J. ROBERT SUFFOLETTA
NANCY H. WOJTAS DAVID R. KING
DAVID M. PIKE WILSON SONSINI GOODRICH & ROSATI,
MANATT, PHELPS & PHILLIPS, LLP PROFESSIONAL CORPORATION
3030 HANSEN WAY, SUITE 100 650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304 PALO ALTO, CALIFORNIA 94304
(650) 812-1300 (650) 493-9300
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. /X/ 333-93477
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
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<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE(1)
<S> <C> <C> <C> <C>
Common Stock, $0.001 par value per
share................................... 230,000 $106.875 $24,581,250 $6,490
</TABLE>
(1) The Company previously registered an aggregate of $138,756,240 worth of
common stock on a Registration Statement of Form S-3 (Registration Number
333-93477), for which a filing fee of $36,632 was paid upon the filing of
such Registration Statement. The Registrant has instructed a bank to
transmit by wire transfer the filing fee to the Securities and Exchange
Commission. The Registrant will not revoke such instruction, and it has
sufficient funds in such account to cover the amount of the registration
fee.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed with the Securities and Exchange
Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended.
This Registration Statement relates to the public offering of Common Stock of
the Registrant contemplated by the Registration Statement on Form S-3, File No.
333-93477 declared effective January 24, 2000 (the "Prior Registration
Statement"), and is being filed for the sole purpose of registering additional
securities of the same class as were included in the Prior Registration
Statement. The contents of the Prior Registration Statement are hereby
incorporated by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 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 January 25, 2000.
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<S> <C> <C>
MACROVISION CORPORATION
By: /s/ WILLIAM A. KREPICK
------------------------------------------
William A. Krepick
President and Chief Operating Officer
</TABLE>
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
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<CAPTION>
NAME TITLE DATE
---- ----- ----
<C> <S> <C>
PRINCIPAL EXECUTIVE OFFICER:
Chairman of the Board of
/s/ JOHN O. RYAN Directors, Chief
------------------------------------------- Executive Officer and January 25, 2000
John O. Ryan Director
PRINCIPAL FINANCIAL OFFICER
AND PRINCIPAL ACCOUNTING OFFICER:
/s/ IAN R. HALIFAX Vice President, Finance and
------------------------------------------- Administration and Chief January 25, 2000
Ian R. Halifax Financial Officer
ADDITIONAL DIRECTORS:
/s/ WILLIAM A. KREPICK
------------------------------------------- Director January 25, 2000
William A. Krepick
/s/ RICHARD S. MATUSZAK
------------------------------------------- Director January 25, 2000
Richard S. Matuszak
/s/ DONNA S. BIRKS
------------------------------------------- Director January 25, 2000
Donna S. Birks
/s/ WILLIAM N. STIRLEN
------------------------------------------- Director January 25, 2000
William N. Stirlen
/s/ THOMAS WERTHEIMER
------------------------------------------- Director January 25, 2000
Thomas Wertheimer
</TABLE>
II-1
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INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
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<C> <S>
1.01* Form of Underwriting Agreement.
5.01 Opinion of Manatt, Phelps & Phillips, LLP regarding legality
of the securities being issued.
10.01*++ Letter Agreement dated November 24, 1999 between the
Registrant and TTR Technologies, Inc.
23.01 Consent of Manatt, Phelps & Phillips, LLP (included in
Exhibit 5.01).
23.02 Consent of KPMG LLP.
24.01* Power of Attorney (included on page II-4).
</TABLE>
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* Incorporated by reference to the Prior Registration Statement.
++ The Registrant has requested confidential treatment for portions of this
exhibit. The omitted material has been separately filed with the Securities
and Exchange Commission.
<PAGE>
EXHIBIT 5.01
January 25, 2000
Macrovision Corporation
1341 Orleans Drive
Sunnyvale, CA 94089
RE: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have acted as counsel to Macrovision Corporation, a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-3 (the "Registration Statement") to be filed by the Company with the
Securities and Exchange Commission on or about January 25, 2000. The
Registration Statement is being filed in connection with the registration under
the Securities Act of 1933, as amended, of an aggregate of 2,196,500 shares of
the Company's common stock (the "Common Stock"), 1,437,000 of which shares will
be issued and sold by the Company, 460,000 of which shares are presently issued
and outstanding and 13,000 of which shares are subject to director stock options
and will be sold by certain selling stockholders named in the Registration
Statement (the "Selling Stockholders"), 192,000 of which shares may be purchased
by the underwriters under an option to be granted to them by the Company and
94,500 shares of which may be purchased by the underwriters under an option to
be granted to them by the Selling Stockholders to cover over-allotments, if any,
pursuant to proposed terms of an Underwriting Agreement to be entered into by
and among the Company, the Selling Stockholders and Hambrecht & Quist LLC, SG
Cowen Securities Corporation, U.S. Bancorp Piper Jaffray Inc. and ING
Barings LLC (collectively, the "Underwriters").
In rendering the opinions herein, we have been furnished with and
examined only the following documents:
1. Amended and Restated Articles of Incorporation of the Company, as
amended to date;
2. Bylaws of the Company as amended to date;
3. The Registration Statement, together with the Exhibits filed as a part
thereof;
4. Records of proceedings of the Board of Directors and the shareholders of
the Company pertaining to the issuance of the Shares.
In rendering the opinions expressed below, we have relied as to certain
factual matters upon certificates and communications executed by officers of the
Company and also of governmental authorities. We did not independently verify
such matters.
With respect to the foregoing documents, we have assumed the genuineness
of all signatures, the authenticity of all documents submitted to us as
originals and the conformity to the originals of all documents submitted to us
as copies.
Based upon and subject to the foregoing, it is our opinion that:
(1) The 554,500 shares of Common Stock to be sold by the Selling
Stockholders pursuant to the Registration Statement from shares of Common Stock
currently outstanding are validly issued, fully paid and nonassessable;
(2) The 13,000 shares of Common Stock to be sold by the Selling Stockholders
pursuant to the Registration Statement from shares of Common Stock currently
subject to outstanding stock options, when issued upon the exercise of such
stock options in accordance with the terms and conditions of the option grants,
will be validly issued, fully paid and nonassessable; and
(3) The 1,629,000 shares of Common Stock to be sold by the Company, when
issued and sold as described in the Registration Statement, will be validly
issued, fully paid and nonassessable.
<PAGE>
Macrovision Corporation
January 25, 2000
Page 2
This opinion is limited to the current laws of the State of California,
the State of Delaware and the federal law of the United States of America, to
present judicial interpretations thereof and to facts as they presently exist.
We have no obligation to revise or supplement this opinion if the current laws
of the State of California, the State of Delaware or the federal law of the
United States of America are changed by legislative action, judicial decision or
otherwise.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference of this firm under the heading
"Legal Matters" in the Prospectus constituting a part of the Registration
Statement.
Very truly yours,
/s/ MANATT, PHELPS & PHILLIPS, LLP
MANATT, PHELPS & PHILLIPS, LLP
<PAGE>
EXHIBIT 23.02
CONSENT OF KPMG LLP, INDEPENDENT AUDITORS
The Board of Directors
Macrovision Corporation and Subsidiaries:
We consent to the use of our report included herein and to the reference
to our firm under the headings "Selected Consolidated Financial Data" and
"Experts" in the prospectus.
KPMG LLP
Mountain View, California
January 24, 2000
